HomeMy WebLinkAboutAgenda 04-26-22; 6-a - Approval of a Network Development Agreement for Broadband Deployment 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: April 26, 2022
Action Agenda
Item No. 6-a
SUBJECT: Approval of a Network Development Agreement for Broadband Deployment
DEPARTMENT: County Manager
ATTACHMENT(S): INFORMATION CONTACT:
Contract with North State Communications
Advanced Services, LLC Travis Myren, 919-245-2308
A. Service Area Map James Bryan, 919-245-2319
B. Mutually Agreed Service Sites (138
Page Document Only Available
Electronically at:
www.orangecountync.gov/servicesites)
C. Construction Plan and Timeline
D. ARPA Sub-recipient Agreement
E. Customer Service Quality Metrics
F. County Sites Served
PURPOSE: To approve a Network Development Agreement with North State Communications
Advanced Services, LLC to deploy broadband service in unserved locations in Orange County
and to allocate an additional $5 million, for a total of $10 million, in American Rescue Plan Act
funds to fully fund the Agreement.
BACKGROUND: The COVID-19 pandemic highlighted the need for households in Orange
County to have access to broadband internet, which is defined as 25 megabits per second (mbps)
download speed and 3 mbps upload speed Broadband has become a necessity to fully participate
in educational instruction, commerce, and civic life. This need is particularly acute in the rural
parts of Orange County where low density impedes the ability of internet service providers to
recover the cost of a significant capital investment.
In recognition of this need, the Board of Commissioners created a Broadband Task Force in
November of 2020. The Task Force was charged with discussing broadband solutions that will
improve the quality of high speed internet services to Orange County residents and to recommend
a plan to the Board of Orange County Commissioners that will expand reliable high speed internet
services to all county residents and businesses. The Task Force is co-chaired by Commissioners
Sally Greene and Earl McKee and includes representation from the County Manager's Office,
both School Districts, Durham Technical Community College, and five at-large community
members.
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Broadband Task Force Members
Doug Noell Chapel Hill Carrboro City Schls. Super. (Designee)
Earl McKee Board of Commissioners- 1
Erica Bryant County Manager (Designee)
Patricia Hull Orange County Resident-At-Large
Paul Cardillo Orange County Resident-At-Large
Ryan Miller Orange County Schls. Super. (Designee)
Sally Greene Board of Commissioners - 2
Terri Buckner Orange County Resident-At-Large
Todd Broucksou Orange County Resident-At-Large
Vasu Kilaru Orange County Resident-At-Large
Victoria Deaton Durham Technical Community College Repr.
The American Rescue Plan Act also recognized the necessity of high speed internet connections
throughout the nation and specifically named broadband expansion as one of the eligible uses for
funds distributed to local governments through this program. The Board of Commissioners
originally reserved $5 million of the County's $28.8 million direct allocation from the American
Rescue Plan Act (ARPA) to fund a broadband infrastructure design and implementation program.
The Broadband Task Force reviewed different models to deploy broadband technology and chose
to seek alternatives that delivered upload and download speeds of at least 100 mbps, consistent
with the terms of the American Rescue Act Plan. The Task Force designed a request for proposal
(RFP) to seek providers that could meet that standard and serve the County's unserved and
underserved homes. The Task Force also created a detailed scoring matrix and appointed a
member to serve on the evaluation and contract negotiation team. The RFP was issued on
September 13, 2021, with one amendment added on October 11, 2021.
In November 2021 the NC General Assembly expanded County authority to provide grants for the
purpose of accelerating broadband service in unserved areas. As part of the Appropriations Act
(SL 2021-180), state and federal grant funds were now allowed to be used under this authority
(as opposed to only unrestricted general funds previously) and the potential providers expanded
except by limiting any location where a private provider has been designated to receive funds
through State or federally funded programs designed specifically for broadband service
deployment (i.e. the G.R.E.A.T. grant fund).
The County received four proposals from internet service providers in response to the RFP. The
evaluation team scored the proposals and began contract negotiations with North State
Communications Advanced Services, LLC. The information below summarizes the major
provisions contained in the attached contract.
1. Network and Coverage
North State Communications will engineer, build, operate, and maintain a fiber to the premises
(FTTP) network in Orange County consisting of over 615 miles of fiber that will enable
connections to approximately 9,898 unserved locations. The network's coverage is depicted
on a map in Attachment A. The precise address points served are listed in Attachment B (138
Page Document Only Available at: www.orangecountync.gov/servicesites). Any address
points that were inadvertently omitted from Attachment B, but are in the coverage area, will be
added to the list of addresses covered automatically. The provider will be responsible for
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procuring all easements and rights of way and will continue to make best efforts at reaching
blocked locations for five years after the completion of construction.
The network will offer up to 2 gigabit per second (gbps) symmetrical fiber broadband internet
access to every home and business passed. The minimum level service offered to each home
and business will be 100 mbps symmetrical.
The network covers all of the homes identified by the County as unserved with the exception
of approximately twenty (20) households south of Chapel Hill. Since the North State project
will not provide coverage in the Chapel Hill-Carrboro area, building the network out to these
homes would add significant cost. Several other broadband providers serve this area, so a
less expensive solution may be available given the proximity of these homes to Chapel Hill.
Staff will examine alternatives to serve these homes. An additional unserved address
identified by the County in the eastern portion of the County will be served by North State
Communications through a construction project outside the scope of this agreement.
2. County Contribution and Timeline
The cost to build the entire network is approximately $45 million. The agreement requires
Orange County to pay up to $10 million in American Rescue Plan Act (ABPA) funds as a grant
to North State in three installments:
• $1,000,000 within 30 days of contract execution
• $3,000,000 after enabling connections to 3,000 homes no later than December 31, 2023
• $6,000,000 after enabling connections to the remaining 6,898 homes no later than
December 31, 2024
Some of the households defined as unserved are located in areas where a different provider
was awarded Rural Digital Opportunity Funds (RDOF). State law currently prohibits the use
of other State or Federal funding sources to be applied in areas where RDOF was awarded.
Therefore, none of the County's funds will be used to serve households in those areas.
However, North State will build the network and serve the homes in those areas using the
company's own funds. A detailed timeline for construction activities is included in Attachment
C. Assuming that the contract is executed by April 30, 2022, the construction timeline would
make services available to homes according to the following schedule.
Phase Homes Added Date
1 2,000 April 2023
2 2,000 July 2023
3 2,000 October 2023
4 2,000 January 2024
5 1,000 Aril 2024
6 898 July 2024
TOTAL 9,898
3. Reporting and Inspections
North State Communications is required to provide at least monthly progress reports to the
County. These reports will contain:
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• Nature of work completed during the preceding period;
• Estimated percentages of physical completion for the network;
• Number of route miles of fiber constructed and activated;
• Overall project schedule status;
• Overall project budget status;
• Number of locations passed by network section;
• Number of residential subscriptions by service type added in that quarter, and to date;
• Any delays that have occurred, or are continuing to occur, with a detailed explanation and
plan to address such delay;
• Any anticipated delays in the work, with a detailed explanation;
• Responses to particular requests for information from County;
• Any proposed changes to the work; and
• Other information reasonably requested by County.
4. Service Costs
Under the terms of the agreement, North State will offer a low cost service with a minimum
speed of 200 mbps symmetrical for no more than $40 per month, prior to any federal or state
subsidies available, until at least two years from the date construction is completed.
Consistent with the terms of the American Rescue Plan Act, North State must also participate
in the Federal Communications Commission's Affordable Connectivity Program as long as it
is available.
The contract further provides that the standard rates that are in place at the time of first
customer activation will not increase by more than ten percent (10%) per year for any service
levels until at least January 1, 2026.
5. Connections to the Network
North State will install services to any residence passed by the network. Connections of up to
1000 feet in length will be installed at no additional cost to the customer.
6. Network Quality and Reliability
North State has agreed to maintain a reliable, high quality network as detailed in Attachment
E. The network will meet or exceed the performance standards detailed in the attachment for
service speed, packet loss, and latency to guarantee a high performing network.
7. Customer Service
North State has also agreed to response time and customer service standards as detailed in
Attachment E. These standards include a 24 hour a day, seven day a week call center with
performance metrics for answer times as well as performance standards for customer
appointments, customer activations, service restorations in the event of an outage, and the
ability for the County to access customer complaint reports and monitor complaint disposition.
8. Broadband Service to County Facilities
The County has identified 34 County owned or leased public facilities, including volunteer fire
stations that will be passed by the network. North State has agreed to provide free services
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to those facilities at no charge until June 30, 2028. A list of those facilities is contained in
Attachment F.
Communications Plan
If the Board approves the agreement, the County's Community Relations Department, in
cooperation with North State, has prepared press, social media, and marketing materials to
communicate the program to the public. In addition, the Broadband Task Force will hold a series
of Town Hall meetings to inform the public of the program and allow North State representatives
to address questions or concerns.
FINANCIAL IMPACT: This abstract proposes to allocate up to $10 million in American Rescue
Plan Act funds as a grant to North State Communications Advanced Services, LLC to construct,
operate, and maintain a fiber to the premises network in unserved and underserved parts of
Orange County.
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goals are applicable
to this item:
• GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND
INEQUITY
The fair treatment and meaningful involvement of all people regardless of race or color;
religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic
background; age; military service; disability; and familial, residential or economic status.
• GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY
The creation and preservation of infrastructure, policies, programs and funding necessary
for residents to provide shelter, food, clothing and medical care for themselves and their
dependents.
• GOAL: ENABLE FULL CIVIC PARTICIPATION
Ensure that Orange County residents are able to engage government through voting and
volunteering by eliminating disparities in participation and barriers to participation.
ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal
impacts are associated with this item:
• CLEAN OR AVOIDED TRANSPORTATION
Implement programs that monitor and improve local and regional air quality by: 1)
promoting public transportation options; 2) decreasing dependence on single-occupancy
vehicles, and 3) otherwise minimizing the need for travel.
• RESULTANT IMPACT ON NATURAL RESOURCES AND AIR QUALITY
Assess and where possible mitigate adverse impacts created to the natural resources of
the site and adjoining area. Minimize production of greenhouse gases.
RECOMMENDATION(S): The Manager recommends that the Board approve and authorize the
County Manager to sign the attached contract and any amendments that do not exceed the
contract amount with North State Communications Advanced Services, LLC to construct, operate,
and maintain a fiber to the premises network in unserved parts of Orange County. The Manager
also recommends allocating an additional $5 million in American Rescue Plan Act funds, for a
total of $10 million, to fully fund this agreement.
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[Departmental Use Only]
TITLE Broadband Acceleration
FY 2021-22
NORTH CAROLINA
NETWORK DEVELOPMENT AGREEMENT
ORANGE COUNTY
THIS NETWORK DEVELOPMENT AGREEMENT (hereinafter called"Agreement"), made as of the
26"' day of April 2022, by and between North State Communications Advanced Services, LLC (hereinafter
called"North State"or the"Provider")and Orange County,a political subdivision of the State of North Carolina
(hereinafter called the "County" or"Orange County.").
WITNESSETH:
1. The County is a recipient of a federal award under the Coronavirus Local Fiscal Recovery Fund, created
under section 603 of the Social Security Act (42 U.S.C. § 803), as amended by Section 9901(a) of the
American Rescue Plan Act of 2021 (Pub. L.No. 117-2) ("ARPA Award"or"Award").
2. The County desires to utilize ARPA Award funds in part to support the development of necessary
broadband infrastructure within the County.
3. Provider, a regional provider of communications networks and services, responded to a September 13,
2021 (with an Addendum on October 11,202 1)Request for Proposal issued by the County,in which the
County sought to identify broadband solutions to serve unserved and underserved areas in the County
("RFP").
4. After considering all responses to the RFP, Provider's proposal was selected as the winning proposal.
5. The County desires to use some of its Award funds to make a subaward to Provider for broadband
network development in Orange County.
NOW, THEREFORE, the Provider and the County, for the consideration herein named, agree as follows:
1. CONTRACT DOCUMENTS; PRIORITY
The Contract Documents consist of this Agreement and all Attachments thereto; the Orange County
Request for Proposals (RFP) #367-OC 5330: Broadband Service to Unserved Areas and addenda thereto; the
ARPA Subrecipient Agreement; and the Provider's Proposal in response to the RFP. North State agrees to
execute an ARTA Subrecipient Agreement substantially in the form of Attachment D. The Contract Documents
form the Contract. In the event of any inconsistency between or among the Contract Documents, the Contract
Documents shall be interpreted in the following order of priority:
a. This Agreement
b. Orange County Broadband Request for Proposals and addenda thereto.
c. The Service Area Map (Attachment A) and its associated electronic data including GIS address
points in KMZ format(incorporated by reference),hereinafter collectively called"Service Area
Map."
d. Mutually Agreed Service Sites (Attachment B)
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e. ARPA Sub-recipient Agreement
f. Provider Proposal in response to the RFP.
g. Customer Service Quality Metrics
h. County XPON Sites
2. TABLE OF EXHIBITS MADE PART OF THIS AGREEMENT
Attachment A-- Service Area Map
Attachment B—Mutually Agreed Service Sites
Attachment C—Construction Plan and Timeline
Attachment D—ARPA Subrecipient Agreement
Attachment E—Customer service quality metrics
Attachment F—County XPON Sites
3. DEFINITIONS
"Agreement" shall mean this Agreement, any and all Exhibits and Attachments thereto, and any Addenda to
which the Parties may agree from time to time.
"Authorities"means the United States Treasury Department, and any other governmental entities or authorities
having jurisdiction over the County and Subrecipients concerning the Award.
"Applicable Standards"means all applicable rules and regulations and engineering and safety standards
governing the installation,maintenance, and operation of Network facilities and the performance of all work in
public and private rights of way, and includes the most current versions of National Electric Safety Code
("NESC"); the National Electrical Code ("NEC"); the regulations of the Federal Communications Commission
("FCC"), the Occupational Safety and Health Administration("OSHA"), and other pertinent federal agencies;
provisions of a city's, a county's, or State of North Carolina's building, construction, zoning, and safety codes;
and rules and regulations relating to permits for occupation of public rights of way; each of which is
incorporated by reference in to this Agreement, and/or other reasonable safety, engineering, architectural or
aesthetic requirements of a local, state, or federal authority having jurisdiction over such facilities.
"Authorizations"means the permissions a Parry must have to perform its obligations under this Agreement,
which may include franchises; licenses; permits; zoning approvals; variances; exemptions; grants of authority
to use public rights of way or facilities; access rights to private property and public rights of way; agreements
to make attachments to poles, ducts, conduits,towers,buildings, rooftops, manholes, and the like; and any
other approval of a governmental authority or third persons with respect to (i)the construction, installation,
repair, maintenance, operation, or use of tangible or intangible public or private property, as the case may be,
or(ii) any requirement by a governmental authority for the engagement in a business or enterprise.
"Authorization Fees"means all permit,right-of-way, easement,pole attachment, franchise, encroachment, or
license fee, charge or assessment of any kind applicable to the placement and maintenance of the Network
appurtenances,whether imposed by a governmental authority or a private entity.
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"Broadband Internet Access Service", consistent with the Federal Communications Commission definition in
47 C.F.R § 8.1(b), is a mass-market retail service that provides the capability to transmit data to and receive
data from all or substantially all internet endpoints. This is distinct from and does not-include enterprise-grade
dedicated internet services.
"Communication Services"means the services to be provided to Customers by Provider using the Network.
"Customer"means a residence,business, or any other entity that lawfully receives Communication Services
via the Network.
"Customer Premises Equipment"means terminal and associated equipment and inside wiring located at a
Customer premises that is necessary for the receipt of Communication Services.
"Fiber-to-the-Premises" (FTTP)means a fiber optic cable delivery medium in which optical fibers are run
directly to a Customer premises.
"Final Rule"means the U.S. Treasury Department Final Rule relating to the use of Coronavirus State and
Local Fiscal Recovery Funds, initially published January 6, 2022 and effective on April 1, 2022,proposing
rules at 31 CFR Part 35, Subpart A.
"Location"means the site of a potential or current Customer found in the Mutually Agreed Service Sites
(Attachment B).
"Maintenance"means work that must be performed upon or to the Network to ensure the physical integrity of
the Network and continuity of acceptable signal transmission to and from a Customer for the purpose of
delivering Communication Services in a manner consistent with industry standards,this Agreement, and any
applicable service quality metrics including the customer service quality metrics in Attachment E.
"Network"means the fiber-to-the-premises network described in this Agreement,to be developed by Provider
using Subaward funds. The Network includes,without limitation, fiber optic cable, conduits,manholes,
handholes, cabinets, structures, shelters,poles or pole line attachments, and routers, switches, optical
equipment,wireless equipment, customer premises equipment, and all associated network facilities and
equipment, as well as all intangible rights and property necessary or used for Network construction, operation,
and maintenance. The Network does not include network facilities developed by Provider using Provider
funds, as may be the case in areas for which federal support is authorized to a winning bidder under the Rural
Digital Opportunity Program("RDOF").
"Passed or Pass"means that the Network traverses the road on which the user location is located, such that
connecting the Customer requires only construction of a Service Drop rather than construction in or along the
road.
"Project"means activities related to the construction, installation, and activation of the Network as described
in this Agreement, including commencement of Communication Services.
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"Regulations"means all compliance,reporting and other rules and regulations applicable to the County, as the
primary recipient of Award funds, including those that flow through to Provider as a Subrecipient, for the
receipt of Award and Subaward funds and the Network development purposes described in this Agreement.
"Service Drop" or"Drop"means the fiber optic cable that connects the Network to a Customer's premises. In
general, a Drop will be installed only when Communication Service is ordered by a Customer.
"Subaward"means the subaward made to Provider by the County using Award funds, in the amount and for
the purposes described in this Agreement.
"Unserved"means a location is not reliably served as of the effective date of this Agreement,by terrestrially
deployed broadband service with transmission speeds of at least 25 Mbps download speed and 3 Mbps of
upload speed, as determined by the County.
"Work"means the network development activities to be undertaken by Provider, as set forth in the Contract
Documents.
4. TERM
This Agreement shall become effective as of the date executed by the Parties and shall terminate upon the
earliest o£
1. Mutual written consent of the Parties; or
2. Five years after closeout of the Project and all Subawards (closeout requirements being defined in
Section 15); or
3. Termination as a result of an uncured breach, as described in Section 19.
5. SCOPE OF WORK
a. Provider will engineer, construct, activate, operate and maintain a fiber-to-the-premises
("FTTP") network as more fully described in Attachments. Provider shall furnish and deliver
all of the materials, and perform, and be fully responsible for, all of the Work required by this
Agreement within the time period stipulated in the Term of this contract.
6. NETWORK DESCRIPTION
a. The Network will be a FTTP network consisting of approximately 45 fiber distribution hubs and
over 615 miles fiber within Orange County. (Network routes and service areas are more fully
described in Attachment A.) The Network will enable provision of Communication Services to
approximately 9,898 locations along the route (the "Mutually Agreed Service Sites" in
Attachment B). To promote regional economic development, Network capacity shall be
provisioned to accommodate robust future requirements of the Network in the area.
7. NETWORK CONSTRUCTION
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a. Generally. Provider shall design, engineer, and construct the Network at its sole risk and
expense, in a manner consistent with all requirements set forth in this Agreement. All
engineering and design work performed by or on behalf of Provider requiring any certifications
or licenses shall be so certified or licensed, and all design documents requiring stamping, or
which are customarily stamped, shall be properly stamped by a professional engineer licensed
in the State of North Carolina. Provider shall procure and install all Network facilities and
equipment, shall supervise and coordinate work by Provider contractors, and shall obtain all
necessary Authorizations relating to Network construction and activation. Provider shall
perform,or supervise and direct the Work,using Provider's best skill and attention,and shall be
solely responsible for, and have control over, construction means, methods, techniques,
sequences,and procedures,and for coordinating all portions of the Work,unless the Parties agree
in writing to other specific instructions concerning these matters. Under no circumstances shall
County be responsible for a failure by Provider to perform, or supervise, and direct the Work in
accordance with this Agreement or Applicable Standards. County shall not have control or
charge over, and will not be responsible for, acts or omissions of Provider or any other persons
or entities performing portions of the Work.
b. Provider shall construct the Network to Pass all locations identified in Attachment B, in
accordance with the Construction Plan and Timeline and within the timeframes described in
this Agreement.
(i) Should there be any locations discovered within the Service Area depicted in
Attachment A having neither been listed in the Mutually Agreed Service Sites in
Attachment B nor being included in any other grant supported project area such as
RDOF, then that site shall, subject to the limitations of section 7(g)(ii), automatically
be added to the Mutually Agreed Service Sites in Attachment B and to the number of
locations required to be served for the third disbursement. Upon discovering such a
location, the initial Party shall provide notice to the other within thirty days and the
other Party shall provide confirmation within an additional thirty days.
c. Construction Plan and Timeline. A Construction Plan and Timeline, consisting of a Network
design, a construction schedule, and quarterly construction activities is included as Attachment
C to this Agreement. Provider represents that the Construction Plan and Timeline was prepared
after Provider reviewed and verified materials, field measurements, field construction criteria,
geographic and geologic features, and regulations and permitting requirements applicable to
the Network sections. Provider will perform the Work in accordance with the Construction
Plan.
d. Modifications to Construction Plan.
(i) If, during construction,Provider reasonably determines that a deviation from the
Construction Plan(including the construction schedule included therein) is required or
appropriate, Provider may do so without prior notice or approval from the County
provided that each of the following elements are met: (i)the fiber route as shown in
the Construction Plan remains substantially unchanged; (ii)the quality, effectiveness
and capability of the installed materials remains unchanged; and(iii)the change will
not result in a construction deviation of more than fifteen (15) days from the end of the
quarterly plan. In all other cases, including an actual or anticipated delay in the
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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.
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h. Authorizations. Provider shall be responsible for obtaining all necessary and useful
Authorizations and paying all applicable Authorization Fees relating to execution of the Work.
i. Progress Reports and Inspections. Provider shall keep County well-informed as to the
progress and quality of the Work, and of any delays that have occurred, or that Provider
reasonably anticipates will occur. No less than monthly during the construction period, or as
otherwise agreed by the Parties, Provider shall provide to County and its approved designees
up-to-date information identified below, and such other information that may be useful or
relevant to County as to the Work:
• Nature of Work completed during the preceding period;
• Estimated percentages of physical completion for the Network;
• Number of route miles of fiber constructed and activated;
• Overall project schedule status;
• Overall project budget status;
• Number of locations Passed by Network section;
• Number of residential subscriptions by service type added in that quarter, and to
date;
• Any delays that have occurred, or are continuing to occur,with a detailed
explanation and plan to address such delay;
• Any anticipated delays in the Work,with a detailed explanation;
• Responses to particular requests for information from County;
• Any proposed changes to the Work; and
• Other information reasonably requested by County.
j. As-Builts. Promptly following completion of the Network,Provider shall make available "as-
built" documentation in such format reasonably required by County.
8. NETWORK OPERATIONS
a. Activation. Provider will activate or"light" all fiber constituting the Network, and otherwise
cause the Network to be capable of providing Communication Services to Customers.
Provider will identify and procure all equipment necessary to activate the Network
b. Network Operations Center. Provider will operate a Network Operations Center("NOC"),
and be primarily responsible for Network operation and monitoring. Provider will monitor the
Network for outages or service degradation in a manner consistent with industry standards.
Provider will implement a plan to, and will,promptly respond to Network outages or trouble
tickets, including escalation procedures as appropriate.
c. Communications Service.
(i) Generally. Provider shall operate and maintain all necessary fiber and equipment for
the Network to provide Communication Services to all connected Locations, and
Provider will offer Communication Services to any residence or business that is Passed
by the Network.
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(ii) Communications Services shall include 2 Gbps symmetrical broadband internet access
service to every home and business,with a minimum level service offering to each
home and business of 100 Mbps symmetrical. Other Internet speed options may be
made available as well.
(iii) Low cost broadband service offering: A low cost broadband service with a minimum
internet speed of 200 Mbps symmetrical will be offered to residents for no more than
$40 per month,prior to any federal or state subsidies available,until at least two years
from the date of complete network construction. Per the terms of the American Rescue
Plan Act, Provider must participate in the FCC's Affordable Connectivity Program as
long as it is available.
(iv) Service Pricing: Provider will advertise on their website and offer broadband service
pricing at the rates quoted in the RFP responses (or better)until at least three(3)months
after the date of the first customer activation. Provider further agrees that its standard
rates in place at the date of the first customer activation will not increase by more than
10%per year for any of the service levels until at least January 1, 2026.
(v) Provider agrees not to impose data caps on residential broadband service or throttle
residential broadband service based on data caps or metering at any time during which
it owns the network.
(vi) Service drops; CPE. Provider will install Service Drops to Customer locations.
Provider will not charge for Service Drops less than 1000' feet in length. Provider will
procure and provide necessary Customer Premises Equipment.
(vii) Customer service. Provider will provide first-line support to all Customers of
Communication Services provided by Provider.
(viii) Billing and collection. Provider will generate and issue Customer bills and will be
responsible for billing collection and related back-office accounting and administrative
functions.
(ix) Marketing. Provider will diligently market the Communication Services as they are
made available to potential Customers.
(x) Regulatory compliance. Provider shall be responsible for all aspects of local, state
and federal regulatory compliance and reporting that relate to the provision of
Communication Services using the Network, including the payment of any fees or
taxes required thereby.
(xi) Maintenance. Provider shall comply with customer service quality metrics as
described in Attachment E.
d. Communications Services to County. Provider shall provide broadband Internet access
service to all County-owned or operated facilities, and public service facilities (including fire
stations)that are Passed by the Network at no charge until June 30, 2028. These facilities shall
include, at a minimum, those identified as County XPON Sites in Attachment F.
e. Dark Fiber Leases or IRUs. Provider may lease, or grant an indefeasible right of use (IRU)
with respect to, dark fiber strands contained within the Network. Unless expressly agreed in
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writing by County, no dark fiber lease or IRU shall operate to relieve Provider from any of its
obligations under this Agreement, including the provision of Communication Services.
9. MAINTENANCE
a. Provider will perform all necessary scheduled and emergency Maintenance and restoration on
Network facilities it constructs, including but not limited to trunk fiber,the distribution
network portion of the Network, and Service Drops to Customers. Provider shall respond
promptly to any complaints from any property owners. Provider agrees to repair any damage
to Customers' yards and any real or personal property, and to take reasonable action to restore
the Customer's property to the condition that it existed when the Customer signed up for
service, normal wear and tear excepted, within a reasonable amount of time.
b. Network Electronics. Provider will Maintain all electronics, optronics, routers, switches and
other equipment used to activate and operate the Network. Provider will schedule and
perform periodic inspections,Maintenance, and repair to identify and correct any failure,
interruption, or impairment in the operation of the Network.
c. Customer service quality metrics. Provider shall perform all maintenance necessary to
comply with the customer service quality metrics found in Attachment E.
10. NETWORK OWNERSHIP
Ownership of equipment or real property acquired using Subaward funds shall vest in Provider, as the
acquiring entity, subject to the limitations set forth in 2 CFR §§ 200.311 and 200.313. Title in such property
shall be conditional and subject to such property being used only for the originally authorized purpose, for the
duration of its useful life. No Party may encumber or transfer Award-funded property without first notifying
and, if necessary, obtaining the consent of Authorities.
11. STANDARD OF CARE
a. The Provider shall exercise reasonable care and diligence in performing the Work in accordance
with generally accepted standards relating to network development projects of this type
throughout the United States and in accordance with Applicable Standards. Provider is solely
responsible for the professional quality, accuracy and timely completion and/or submission of
all work.
b. Provider shall be responsible for all Provider, subcontractor, and sub-subcontractor errors or
omissions, in the performance of the Agreement together with the errors and omissions of any
agent or employee of the Provider or any subcontractor or sub-subcontractor. Provider shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no
additional cost to the County.
c. Provider is an independent contractor of the County. Any and all employees of the Provider
engaged by the Provider in the performance of any work or services required of the Provider
under this Agreement, shall be considered employees or agents of the Provider only and not of
the County, and any and all claims that may or might arise under any workers compensation or
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other law or contract on behalf of said employees while so engaged shall be the sole obligation
and responsibility of the Provider.
d. Provider shall at all times remain in compliance with all applicable local, state,and federal laws,
rules, and regulations including but not limited to all state and federal -discrimination laws,
policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange
County Living Wage Policy(each policy is incorporated herein by reference and may be viewed
at http://www.orangecouninc.gov/departtnents/Turchasing division/contracts.php). Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and
County may immediately terminate this Agreement without further obligation on the part of the
County. This paragraph is not intended to limit and does not limit the definition of breach to
discrimination.
e. If activities related to the performance of this Agreement require specific licenses,certifications,
or related credentials Provider represents that it and/or its employees, agents and subcontractors
engaged in such activities possess such licenses, certifications, or credentials and that such
licenses certifications, or credentials are current, active, and not in a state of suspension or
revocation.
f. The Provider shall supervise and direct the Work efficiently and with the Provider's best skill
and attention. Except as specifically set forth in the Contract Documents the Provider shall be
solely responsible for the means, methods, techniques, sequences and procedures of
construction, and for safety precautions and programs in connection with the Work. The
Provider shall be responsible to see that the finished Work complies accurately with the Contract
Documents.
g. Provider commits to making best efforts to retain two Orange County residents as employees for
the first five years of Network construction and operation. In the event the total Orange County
residents employed by Provider is less than two,Provider's best efforts shall include recruitment
of County residents,particularly those at local County colleges.
h. The Provider shall attend all progress conferences and all other meetings or conferences either
in-person or remotely. The Provider shall be represented at these progress conferences by
Provider employees with decision-making authority and by such other representatives as the
County may direct.
12. SUBAWARD TO PROVIDER
a. The County hereby agrees to pay to the Provider for the faithful performance of Provider's
obligations under this Agreement, and the Provider hereby agrees to perform all of the Work for
a total sum not-to-exceed Ten Million Dollars ($10,000,000), to be paid in accordance with
Section 13 and the Contract Documents ("Subaward").
13. DISBURSEMENT SCHEDULE
a. Disbursement of the Subward shall be made to Provider in accordance with the following
schedule and milestones, subject to the Subrecipient Agreement and Provider's submission of
documented eligible costs:
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Initial payment within 30 days of Effective $1,000,000.00
Date
Upon Passing of and offering $3,000,000.00
Communication Services to 3,000 locations
no later than December 31, 2023
Upon Passing of and offering $6,000,000.00
Communication Services to no less than
6,898 additional locations no later than
December 31,2024, and commitment to Pass
additional locations no later than December
31, 2025
Provider shall be eligible for accelerated disbursement based upon the achievement of
milestones. County shall disburse funds within 30 days of demonstrated milestone completion.
14. TAXES
a. The Provider shall pay all taxes,fees and charges assessed by any authority relating to the Work or the labor
and materials used therein.
15. PROJECT CLOSEOUT
a. Final Expenditures. All Project costs must be incurred by December 31, 2024, and all Work
must be completed no later than December 31, 2025,unless extended by Authorities.
Provider shall endeavor to 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 November 15, 2024. With respect to work to
be completed between December 31, 2024 and December 31, 2025, if any,Provider shall use
its best efforts to estimate remaining costs and submit such estimates in a"Final Distribution of
Funds Request,"to be submitted no later than November 15, 2024.
b. Subject to additional applicable closeout requirements set forth in 2 CFR § 200.344, the
Subaward shall be deemed closed upon the completion of the following:
1. The County receives Provider's Final Distribution of Funds Request;
2. The County receives a final Expenditure Report indicating that all approved Project
work has been completed, and that all Award funds corresponding to such work
during the Term of this Agreement have been disbursed to Provider;
3. The County confirms the accuracy of the final Expenditure Report and reconciles
actual costs incurred by Provider to Subaward payments (including modifications)
and, as a result of such reconciliation, issues any additional funds or receives
reimbursement from Provider, as the case may be (true-up); and
4. The County notifies Provider in writing that the Subaward is completed and closed.
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16. NON—APPROPRIATION
a. Provider acknowledges that County is a governmental entity, and the validity of this Agreement
is based upon the availability of public funding under the authority of its statutory mandate.
b. In the event that public funds are unavailable and not appropriated for the performance of
County's obligations under this Agreement, then this Agreement shall automatically expire
without penalty to County immediately upon written notice to Provider of the unavailability and
non-appropriation of public funds. It is expressly agreed that County shall not activate this non-
appropriation provision for its convenience or to circumvent the requirements of this Agreement,
but only as an emergency fiscal measure during a substantial fiscal crisis.
c. In the event of a change in or successful challenge to the County's statutory authority, mandate
and/or mandated functions, by state and/or federal legislative, judicial or regulatory action,
which adversely affects County's authority to continue its obligations under this Agreement,
then this Agreement shall automatically terminate without penalty to County upon written notice
to Provider of such limitation or change in County's legal authority.
17. NOTICES
Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,
return receipt requested to the following:
County: Provider:
Orange County North State Communications Advanced Services, LLC
Attn: Travis Myren Michael Saperstein
P.O. Box 8181 One Lumos Plaza
Hillsborough,NC 27278 Waynesboro, VA 22980
18. RECORD KEEPING
Provider shall maintain financial and other records that specifically show the use of the Funds
exclusively for the purposes of the Scope of Work. Provider shall maintain such records for at
least five (5)years after the end of the Agreement. County shall have the right,upon reasonable
notice, to conduct on-site visits and to audit at any time up to five (5) years after the end of the
Project Closeout, as defined in Section 15, Provider's records relating to the expenditure of the
Funds.
19. DEFAULT AND REMEDIES
a. Default. A default under this Agreement shall occur if(a) a Party fails to perform, in any
material respect, any of its obligations set forth in this Agreement, (b) such failure is not
excused by any provision of this Agreement, and(c) such failure continues un-remedied for a
period of thirty(30) calendar days following receipt of written notice from a non-breaching
Party. If the breach by its nature cannot be cured within thirty(30) days and the breaching
Party within that time has diligently commenced its cure,there shall be no default as long as
the Party diligently continues such cure to completion.
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b. Remedies. Upon the occurrence of a Default, the non-breaching Party shall have the right to
terminate this Agreement(and any associated Subaward, as applicable) and to pursue any and
all available legal or equitable remedies against the defaulting Party. The non-breaching Parry
may pursue such remedies simultaneously or consecutively, at its discretion.
c. County may demand repayment for, and Provider shall pay to County,ABPA Award funds not
used for the purposes provided in this Agreement. County may demand repayment for and
Provider shall pay to County ARPA Awards funds if the network does not meet the ARPA
Award rules. County may pursue other remedies as may be available at law or in equity.
20. ASSIGNMENT.
Unless otherwise provided in this Agreement above, Provider shall not sell, transfer, assign, or otherwise
convey ("Assignment")the Network or its rights or obligations under this Agreement without the prior
written approval of the County,which approval shall not be unreasonably withheld,conditioned or delayed.
Provider shall provide written notice of a proposed Assignment no less than ninety (90) days' prior to its
execution. Any purported Assignment by Provider that does not meet the requirements of this Section shall
be null and void, and shall be deemed an Event of Default. In all cases, Provider shall require the assignee
to expressly agree, in a writing satisfactory to County, to be bound by each of the applicable terms and
conditions of this Agreement. Provider shall not be relieved of any of its obligations under this Agreement
until the County has been provided a copy of the writing in which the assignee agrees to be bound by the
terms of this agreement.
21. MISCELLANEOUS
a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties
and Obligations imposed by state, federal or local law, rules, regulations and ordinances.
b. No act or failure to act by the County or Provider shall constitute a waiver of any right or duty
funded them under the Contract Documents, nor shall any act or failure to act constitute any
approval except as specifically agreed in writing.
c. The Work shall be tested and inspected as required by the Contract Documents and as required
by law. Unless prohibited by law the costs of all such tests and inspections related to state and
federal codes such as ADA, Administrative, Electrical, Plumbing, Mechanical and Building
Codes shall be borne by the Provider. The costs for material and structural testing shall be
conducted by an independent third party at the expense of the County. Delays related to any of
the aforementioned tests and inspections shall not be grounds for delaying the completion of the
work. If any such tests and inspections reveal deficiencies in the Work such that the Work does
not comply with terms or requirements of the Contract Documents and/or the requirements of
any code or law the Provider is solely responsible for the cost of bringing such deficiencies into
compliance with the terms of the Contract Documents and/or any code or law.
d. Should the County reject any portion of the Work for failing to comply with the Contract
Documents, Provider shall immediately, at Provider's expense, correct the Work. Any such
rejection may be made before or within one year after substantial completion.
e. Installation Fee: Provider is encouraged not to charge an installation fee,but at no time will the
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fee be more than $75 per premise.
22. INDEMNITY
a. To the extent authorized by North Carolina law, the Provider agrees, without limitation, to
defend,indemnify and hold harmless the County from all loss,liability,demands,claims,causes
of actions, suits, judgments, and costs and expenses incidental thereto, (including, without
limitation, amounts paid pursuant to investigations, defense or settlements, and reasonable
attorneys' fees), arising out of or related to the Scope of Services and arising from challenges to
the authority and making of this agreement. It is the intent of this provision to require the
Provider to indemnify the County to the fullest extent permitted under North Carolina law.
23. CONSEQUENTIAL DAMAGES
a. County and Provider mutually waive any claim against each other for consequential damages.
Consequential Damages include:
(i) Damages incurred by County for loss of use, income, financing, or business.
(ii) Damages incurred by Provider for office expenses, including personnel, loss of
financing, profit, income, business, damage to reputation, or any other non-direct
damages.
24. INSURANCE
During the term of this Agreement Provider will maintain the following insurance levels:
Workers' Compensation Insurance, with limits for Coverage A Statutory- State of North Carolina and
Coverage B Employers Liability$500,000 bodily injury, $500,000 bodily injury by disease, and
$500,000 by disease policy limit.
Commercial general liability of not less than$2,000,000 General Aggregate Limit(Other than
Products-Completed Operations), $2,000,000 Products-Completed Operations Aggregate Limit,
$1,000,000 Personal and Advertising Injury Limit, $1,000,000 Each Occurrence Limit, and$100,000
Fire Damage Limit, and shall not contain an exclusion for contractual liability.
For automobile liability the limits shall not be less than$1,000,000 each person, $1,000,000 each
occurrence of bodily injury liability, and$1,000,000 each occurrence of property damage liability,
policies with a single combined limit must be not less than $2,000,000 or$1,000,000 with an umbrella
policy of$1,000,000 per occurrence.
Professional liability insurance shall not be less than$1,000,000 per occurrence and shall hold Orange
County, its departments, agents, employees or assigns harmless from any claim, including claims for
attorneys' fees or other legal expenses,which may arise as a result of the sole negligence or
malpractice of an employee of the Provider in providing services.
25. ENTIRE AGREEMENT
All of the documents listed, referenced or described in this Agreement, the written Notice-to-Proceed,
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together with Modifications made or issued in accordance herewith are the Contract Documents, and the work,
labor, materials, and completed construction required by the Contract Documents and all parts thereof is the
Work. The Contract Documents constitute the entire agreement between County and Provider. This Agreement
may be amended only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures. If any provision of the Agreement or General Conditions shall be declared invalid or
unenforceable,the remainder of the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the day and date first
above written in a number of counterparts, each of which shall, without proof or accounting for other
counterparts, be deemed an original contract.
ORANGE COUNTY: PROVIDER:
By: By:
Bonnie Hammersley, County Manager Diego Anderson- CEO
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ORANGE COUNTY—DEPARTMENT USE ONLY
Department
Party/Vendor Name: Party/Vendor Contact Person: Contact Phone: Party/Vendor
Address: City State: Zip: Department: Amount: Purpose:
Budget Code(s): Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No❑
Contract Type: (Check one)New❑ Renewal❑ Amendment ❑ Effective Date Approved by Board
Yes❑ Non Agenda Date:
This agreement is approved as to technical form and content:
Department Director's Signature Date:
Asset Management
(Applicable only to construction contracts) This agreement has been reviewed and is approved as to
construction services content and specifications:
Office of the Asset Management Director Date:
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer Date:
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney Date:
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
16
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Orange County FTTP Project Schedule(9898 HHs)
May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-26 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24
Director Network
Project Planning Planning
Dire—OSP
Site Surveys Engineering
DireOSP
Easement Research Engineering
Directof lP
Design Engineering Engineering
Director OSP
Permit Acquisition Engineering
Wert.,OSP
OSP Fiber Buiid Construction
Director OSP
Site Preparation Engineering
Director IP
Equip bstallaHon Engineering
Direcmr.SP
Fiber Terminal Installs&Splicing Construction
Direetur DSP
Commercial Power ARivation Engineering
Director IP
Equip Turn-up Engineering
Duectars IP&OSP
Phase 1 Market la arch 12,000 Flom Engineering
Directors(IP&OSP)
Phase 2 Market Launch(t 2,000 Home e( Engineering
Directors(IP&OSP)
Phase 3 Market Launch(a2,000 Homes) Engineering
Directors(IP&OSP)
Phase 4 Market launch(+2,000 Homes) Engineering
Direc[ms IP OSP
Phase 5 Market Launch(41,000 Homes) Engineering
Directors IP&OSP
Phase 6 Market launch(+898 Homes) Engineering
"'Project Schedule based rn Signed Crntracl Executed by April 30.20U
24
[Departmental Use Only]
TITLE
FY
NORTH CAROLINA
ARPA SUBRECIPIENT AGREEMENT
ORANGE COUNTY
This Sub-recipient Agreement(hereinafter"Agreement"), made and entered into this
day of , 20 , ("Effective Date")by and between Orange County,North Carolina a
political subdivision of the State of North Carolina (hereinafter, the "County") and North State
Communications Advanced Services, LLC, a limited liability company (hereinafter, the
"Subrecipient").
WHEREAS, for the purposes of this Agreement, the County serves as the pass-through
entity for a federal award and the Subrecipient serves as the recipient of a subaward in the
amount of$10 million funded by a portion of the more than $28 million dollars Orange County
received from the Coronavirus Local Fiscal Recovery Fund created under section 603 of the
Social Security Act(42 U.S.C. § 803), as added by section 9901(a) of the American Rescue Plan
Act of 2021 (Pub. L. No. 117-2)("ARPA Funds"); and
WHEREAS, this subaward is to be used by Subrecipient for the broadband network
development activities described in a Network Development Agreement and other documents
executed by the Parties which, together with this Subrecipient Agreement, constitute the
"Contract Documents" governing Subrecipient's performance and use of subaward funds; and
WHEREAS, the purpose of this Agreement is to establish certain terms and conditions for
the subaward as required under U.S. Department of Treasury rules relating to the Coronavirus
State and Local Fiscal Recovery Fund, and federal regulations concerning federal awards.
NOW, THEREFORE, in consideration of the foregoing recitals and the terms and
conditions set forth below, the parties agree as follows:
1. Disclosures. Federal regulations require the County to provide the Subrecipient with specific
information about this subaward. 2 CFR 200.332(a)(1). All required information is listed in
Exhibit A, Subaward Data, which is attached hereto and incorporated herein.
2. Effective Date and Term. This Agreement shall commence on [DATE] ("Effective Date")
and remain in effect until project closeout (as defined in the Contract Documents), unless
sooner terminated in accordance with Section 8, Termination, of this Agreement.
3. Definitions. Undefined terms in this Agreement shall be defined with reference to definitions
contained in the Network Development Agreement.
4. Scope of Services.
a. The Subrecipient shall perform all activities described in the Network Development
Agreement and Contract Documents ("Scope of Services").
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b. The Subrecipient shall perform the Scope of Services in accordance with the program
budget as approved by the County and attached hereto as Exhibit C,Approved Budget.
c. The Subrecipient may not transfer allocated funds along cost categories within a
budgeted program account without the prior written approval of the County; nor shall
the Subrecipient make any changes, directly or indirectly, in program design or in the
Scope of Services or Approved Budget without the prior written approval of the
County.
5. Compensation.
a. The County agrees to provide the Subrecipient the maximum sum of ten million dollars
($10,000,000.00)for costs actually incurred and paid by the Subrecipient in accordance
with the Approved Budget and for the performance of the Scope of Services under this
Agreement(the"ARPA Funds"). The amount of ARPA Funds is subject to adjustment
by the County in accordance with the Contract Documents. ARPA Funds shall not be
expended prior to the Effective Date. Costs for which ARPA Funds may be used shall
be obligated no later than December 31,2024. Costs incurred shall only be as necessary
and allowable to carry out the purposes and activities set out in the Scope of Services
and may not exceed the maximum limits set in the Approved Budget. Expenses charged
against the ARPA Funds shall be incurred in accordance with this Agreement.
b. Disbursement of funds shall be made in accordance with the Contract Documents.
c. The payment of funds to the Subrecipient under this Agreement is contingent on the
receipt of such funds by the County from applicable federal funding sources and shall
be subject to the Subrecipient's continued eligibility to receive funds under the
applicable provisions of federal and state laws. If the amount of funds the County
receives from federal funding sources is reduced, the County may reduce the amount
of funds awarded under this Agreement or the County may terminate this Agreement.
The County may also deny expenditures for the activities described in the Scope of
Services where necessary supporting documentation is not submitted by specified
deadlines.
d. Any funds not used for the activities stated in the Scope of Services shall be returned
to the County. Any changes in the use of funds must be authorized in writing by the
County prior to any expenditure of the funds by the Subrecipient. If the funds are
expended not in accordance with the Scope of Services, at the discretion of the County
the Subrecipient may be required to repay the funds to the County.
e. The County is not obligated to provide any other support to Subrecipient in this or in
succeeding fiscal years.
6. Sub-recipient Responsibilities: Financial Accountability& Grant Administration
a. Financial Management. The Subrecipient must maintain a financial management
system and financial records and administer funds received pursuant to this
Agreement in accordance with all applicable federal and state requirements, including
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the Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards, 2 CFR Part 200, as adopted by the Department of Treasury at 2
CFR Part 1000. The Subrecipient shall adopt such additional financial management
procedures as may from time to time be prescribed by the County if required by
applicable laws, regulations or guidelines from its federal and state government
funding sources. The Subrecipient shall maintain detailed, itemized documentation
and records of all income received and expenses incurred pursuant to this Agreement.
b. Limitations on Expenditures. The County will not reimburse or otherwise compensate
the Subrecipient for any expenditures incurred or services provided prior to the
Effective Date nor for work performed after December 31, 2025. The County shall
only reimburse the Subrecipient for documented expenditures incurred during the term
of this Agreement that are: (i) reasonable and necessary to carry out the scope of
activities described in the Scope of Work; (ii) documented by contracts or other
evidence of liability consistent with established County and Subrecipient procedures;
and(iii) incurred in accordance with all applicable requirements for the expenditure of
funds payable under the Contract Documents.
c. Indirect Cost Rate. Exhibit A, Subaward Data, contains information on the County's
indirect cost rate under its grant from the Department of Treasury. The indirect cost
rate information, if any, indicated in Exhibit C, Approved Budget, shall apply to this
Agreement.
d. Financial and Other Reports. The Subrecipient must submit to the County such reports
and back-up data as may be required by the federal government or the County,
including such reports which enable the County to submit its own reports to Authorities
(including the Department of the Treasury) and the reports required in accordance with
reporting schedules set forth in Compliance and Reporting Guidance—State and Local
Fiscal Recovery Funds, currently available at the following URL:
https://home.treasury__gov_/policy-issues/coronavirus/assistance-for-state-local-and-
tribal-governments/state-and-local-fiscal-recovery-funds/recipient-compliance-and-
reporting-responsibilities and as may be amended or adopted from time to time
("Compliance Guidance").
This provision shall survive the expiration or termination of this Agreement with
respect to any reports which the Subrecipient is required to submit to the County
following the expiration or termination of this Agreement.
e. Improper Payments. Any item of expenditure by the Subrecipient under the terms of
this Agreement which is found by auditors, investigators, and other authorized
representatives of the County, the Department of the Treasury, or other federal
instrumentality to be improper, unallowable, in violation of federal or state law, or the
terms of this Agreement, or involving any fraudulent, deceptive, or misleading
representations or activities of the Subrecipient, shall become the Subrecipient's
liability,to be paid by Subrecipient from funds other than those provided by the County
under this Agreement or any other agreements between the County and the
Subrecipient. This provision shall survive the expiration or termination of this
Agreement.
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f. Audited Financial Statements. In any fiscal year in which Subrecipient expends
$750,000 or more in federal awards during such fiscal year, including awards received
as a subrecipient, the Subrecipient must comply with the federal audit requirements
contained in the Uniform Guidance, 2 CFR Part 200, including the preparation of an
audit by an independent Certified Public Accountant in accordance with the 31 U.S.C.
§§ 7501 et seq., and with Generally Accepted Accounting Principles. If the
Subrecipient expends less than $750,000 in federal awards in any fiscal year, it is
exempt from federal audit requirements,but its records must be available for review by
the County and appropriate officials of the Federal Government, and it must still have
a financial audit performed for that year by an independent Certified Public
Accountant. The Subrecipient shall provide the County with a copy of Subrecipient's
most recent audited financial statements, federal Single Audit report, if applicable
(including financial statements, schedule of expenditures of federal awards, schedule
of findings and questioned costs, summary of prior audit findings, and corrective action
plan, if applicable), and management letter within thirty (30) days after execution of
this Agreement and thereafter within nine (9) months following the end of the
Subrecipient's most recently ended fiscal year.
g. Program Income. The Subrecipient shall track and maintain monthly reports
describing all program income, as defined in 2 CFR 200.80, generated by activities
carried out with ARPA Funds made available under this Agreement. The use of
program income by the Subrecipient shall comply with requirements set forth in 2 CFR
200.307 and other applicable requirements, including those currently in effect and that
may be promulgated by Authorities during the term. Subrecipient acknowledges that
program income obligations may require Subrecipient to allocate program income to
Project-related purposes. Subrecipient, and not the County, shall be entirely
responsible for the use of program income generated by Subrecipient.Notwithstanding
the preceding, Subrecipient and County acknowledge that fees collected for broadband
service should be exempt or otherwise excluded from program income and will abide
by any future Treasury guidance to that position.
h. Subrecipient agrees that acceptance of final payment from the County will constitute
an agreement by Subrecipient to release and forever discharge the County, its agents,
employees, representatives, affiliates, successors and assigns from any and all claims,
demands, damages, liabilities, actions, causes of action or suits of any nature
whatsoever,which Subrecipient has at the time of acceptance of final payment or may
thereafter have,arising out of or in any way relating to any and all injuries and damages
of any kind as a result of or in any way relating to this Agreement. The Subrecipient's
obligations to the County under this Agreement shall not terminate until all closeout
requirements are completed to the satisfaction of the County. Such requirements shall
include submitting final reports to the County and providing any closeout-related
information requested by the County by the deadlines specified by the County. This
provision shall survive the expiration or termination of this Agreement.
7. Subrecipient Responsibilities: Compliance with Grant Agreement and Applicable Laws
a. In General. Subrecipient shall perform all activities funded by this Agreement in
accordance with the Contract Documents, the award agreement between the County
and the Department of Treasury, and all applicable federal, state and local
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requirements, including all applicable statutes, rules, regulations, executive orders,
directives or other requirements. Such requirements may be different from the
Subrecipient's current policies and practices. The County will assist the Subrecipient
to comply with all applicable requirements. However, the Subrecipient will be
ultimately responsible for ensuring its compliance with applicable requirements.
b. Authority. This Agreement is subject to and Subrecipient agrees to comply with the
laws, regulations, and guidance documents authorizing and implementing this grant,
including the following:
(1) Authorizing Statute. Section 603 of the Social Security Act(42 U.S.C. § 803),
as added by section 9901(a) of the American Rescue Plan Act of 2021 (Pub. L.
No. 117-2).
(2) Implementing Regulation. Subpart A of 31 CFR Subtitle A, Part 35
(Coronavirus State and Local Fiscal Recovery Funds), as adopted in the
Coronavirus State and Local Fiscal Recovery Funds Final Rule (86 FR 4338,
January 27, 2022), and other subsequent regulations implementing Section 603
of the Social Security Act (42 U.S.C. § 803).
(3) Guidance. Applicable guidance documents issued by the Department of
Treasury, including the Compliance Guidance document.
c. Federal Grant Administration Requirements. The Subrecipient must comply with the
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200, as adopted by the Department of the Treasury at 2
CFR Part 1000. These requirements control how the Subrecipient may administer this
grant and how the County must oversee the Subrecipient.
d. Federal Procurement Requirements. Subrecipient must have and comply with
documented procurement procedures, consistent with state, local, and tribal laws and
regulations and the standards of 2 C.F.R. 200.318-200.326 for the acquisition of
property or services required under this Agreement. The Subrecipient's documented
procurement procedures must conform to the procurement standards identified in
Subpart D of 2 CFR Part 200 (Procurement Standards). Such standards include, but
are not limited to, the following:
i. All procurement transactions for property or services must be conducted in a
manner providing full and open competition, consistent with standards outlined
in 2 CFR 200.320, which allows for non-competitive procurements only if
either (1) the item is below the micro-purchase threshold; (2) the item is only
available from a single source; (3) the public exigency or emergency will not
permit a delay from publicizing a competitive solicitation; (4) or after
solicitation of a number of sources, competition is determined inadequate. (2
CFR 200.320(c)(1)-(3) and(5))
ii. The Subrecipient must maintain oversight to ensure that contractors perform in
accordance with the terms, conditions, and specifications of their contracts or
purchase orders. (2 CFR 200.318(b))
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iii. The Subrecipient must maintain written standards of conduct covering conflicts
of interest and governing the actions of its employees engaged in the selection,
award and administration of contracts in conformance with 2 CFR 200.318(c).
Subrecipient must disclose in writing to the County any potential conflict of
interest affecting the awarded funds in accordance with 2 CFR 200.112.
iv. The Subrecipient must take all necessary affirmative steps to assure that
minority businesses,women's business enterprises, and labor surplus area firms
are used when possible. (2 CFR 200.321)
v. Subrecipient must "maintain records sufficient to detail the history of
procurement. These records will include, but are not necessarily limited to the
following: rationale for the method of procurement, selection of contract type,
contractor selection or rejection, and the basis for the contract price." (2 CFR
200.318(i))
e. County Procurement Requirements. In addition to the requirements described above,
above, the Subrecipient must comply with the following:
i. Subrecipient must document, in its quarterly report to the County, the status of
all contracts executed under this Agreement.
ii. Except for procurements by micro-purchases or by small purchase procedures,
if Subrecipient subcontracts any of the work required under this Agreement,
then Subrecipient shall forward to County a copy of any solicitation(whether
competitive or non-competitive) at least fifteen (15) days prior to the
publication or communication of the solicitation. The County shall review the
solicitation and provide comments, if any, to Subrecipient within three (3)
business days. Consistent with 2 CFR 200.324, the County will review the
solicitation for compliance with applicable procurement standards. The
County's review and comments shall not constitute a binding approval of the
solicitation. Regardless of the County's review, Subrecipient remains bound
by all applicable laws, regulations, and agreement terms. If during its review
the County identifies any deficiencies, then the County will communicate
those deficiencies to Subrecipient as quickly as possible within the three (3)
business day window.
iii. Except for procurement by micro-purchases, if Subrecipient subcontracts any
work required under this Agreement, then Subrecipient must forward to the
County a copy of the contemplated contract prior to contract execution. The
County shall review the unexecuted contract for compliance with applicable
requirements and provide comments to the Subrecipient within three (3)
business days. Consistent with 2 C.F.R. 200.324, the County will review the
unexecuted contract for compliance with the procurement standards outlined in
2 C.F.R. 200.318-200.326, as well as Appendix Il to 2 C.F.R. Part 200. The
County's review and comments shall not constitute an approval of the contract.
Regardless of the County's review, Subrecipient remains bound by all
applicable laws, regulations, and agreement terms. If during its review the
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County identifies any deficiencies, then the County will communicate those
deficiencies to Subrecipient as quickly as possible.
£ Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352), as amended. Subrecipient must
comply with the restrictions on lobbying set forth in 31 CFR Part 21. Pursuant to this
regulation, a Subrecipient who applies or bids for an award of$100,000 or more shall
file the required certification. Each tier certifies to the tier above that it will not and has
not used Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency,a Member of Congress,
officer or employee of Congress, or an employee of a Member of Congress in
connection with obtaining any Federal contract, grant, or any other award covered by
31 U.S.C. § 1352.Each tier shall also disclose any lobbying with non-Federal funds that
takes place in connection with obtaining any Federal award. Such disclosures are
forwarded from tier to tier up to the recipient who in turn will forward the
certification(s) to the awarding agency. The Subrecipient must certify in writing that
the Subrecipient has not made, and will not make, any payment prohibited by these
requirements using the form provided in the attached Exhibit D, Lobbying
Certifications.
g. Universal Identifier and System for Award Management (SAM). Subrecipient must
obtain, and provide to the County, a unique entry identifier assigned by the System for
Award Management(SAM), which is accessible at www.sam.gov.
h. Equal Opportunity Requirements.
i. Civil Rights Laws. Subrecipient must comply with Title VI of the Civil Rights
Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's implementing
regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of
race, color, or national origin under programs or activities receiving federal
financial assistance.
ii. Fair Housing Laws. Subrecipient must comply with the Fair Housing Act, Title
VIII of the Civil Rights Act of 1968(42 U.S.C. §§ 3601 et seq.),which prohibits
discrimination in housing on the basis of race, color, religion, national origin,
sex, familial status, or disability.
iii. Disability Protections. Subrecipient must comply with section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination on
the basis of disability under any program or activity receiving federal financial
assistance.
iv. Age Discrimination. Subrecipient must comply with the Age Discrimination Act
of 1975 (42 U.S.C. §§ 6101 et seq.), and Treasury's implementing regulations
at 31 CFR Part 23,which prohibit discrimination on the basis of age in programs
or activities receiving federal financial assistance.
v. Americans with Disabilities Act. Subrecipient must comply with Title 11 of the
Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101 et seq.), which
prohibits discrimination on the basis of disability under programs, activities,
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and services provided or made available by state and local governments or
instrumentalities or agencies thereto.
i. Suspension and Debarment. The Subrecipient must comply with 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C, while this Agreement is valid and
throughout the period of any contract that may arise from this Agreement, and must
include a requirement to comply with these regulations in any lower tier covered
transaction it enters into.
i. The Subrecipient certifies that neither it, nor any of its principals ((defined at 2
C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded
(defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935)
from participation in federal assistance awards or contracts.
ii. Subrecipient further agrees that it will notify the County immediately if it or any
of its principals is placed on the list of parties excluded from federal
procurement or nonprocurement programs available at www.sam.gov.
iii. This certification is a material representation of fact relied on by Orange County.
If it is later determined that the Subrecipient did not comply with 2 C.F.R. pt.
180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies made
available to Orange County, the Federal Government may pursue available
remedies, including but not limited to suspension and/or debarment.
j. Compliance With The Contract Work Hours And Safety Standard Act 40 U.S.C.
3701-3708). Should this Agreement involve federal funds in excess of$100,000 and
the employment of mechanics or laborers, including watchmen and guards,
Subrecipient shall comply with 40 U.S.C. 3702 and 3704, as supplemented by
Department of Labor regulations (29 CFR Part 5), as follows:
i. Overtime requirements. No Subrecipient or sub-contractor contracting for any
part of the contract work which may require or involve the employment of
laborers or mechanics shall require or permit any such laborer or mechanic in
any workweek in which he or she is employed on such work to work in excess
of forty hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic rate of pay
for all hours worked in excess of forty hours in such workweek.
ii. Violation; liability for unpaid wages; liquidated damages. In the event of any
violation of the clause set forth in paragraph (b)(1) of 29 C.F.R.§5.5 the
Subrecipient and any sub-contractor responsible therefor shall be liable for the
unpaid wages. In addition, such Subrecipient and sub-contractor shall be liable
to the United States (in the case of work done under contract for the District of
Columbia or a territory, to such District or to such territory), for liquidated
damages. Such liquidated damages shall be computed with respect to each
individual laborer or mechanic, including watchmen and guards, employed in
violation of the clause set forth in paragraph(b)(1)of 29 C.F.R. §5.5,in the sum
of$26 for each calendar day on which such individual was required or permitted
to work in excess of the standard workweek of forty hours without payment of
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the overtime wages required by the clause set forth in paragraph (b)(1) of 29
C.F.R. §5.5.
iii. Withholding for unpaid wages and liquidated damages. Orange County shall
upon its own action or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld, from any moneys
payable on account of work performed by the Subrecipient or sub-contractor
under any such contract or any other Federal contract with the same prime
contractor, or any other federally-assisted contract subject to the Contract Work
Hours and Safety Standards Act, which is held by the same prime contractor,
such sums as may be determined to be necessary to satisfy any liabilities of such
Subrecipient or sub-contractor for unpaid wages and liquidated damages as
provided in the clause set forth in paragraph (b)(2) of 29 C.F.R. §5.5.
iv. Subcontracts.The Subrecipient or sub-contractor shall insert in any subcontracts
the clauses set forth in paragraph (b)(1) through (4) of 29 C.F.R. §5.5 and also
a clause requiring the sub-contractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any
sub-contractor or lower tier sub-contractor with the clauses set forth in
paragraphs (b)(1) through(4) of 29 C.F.R. §5.5.
k. Right to Inventions Made Under a Contract or Agreement (37 C.F.R. pt. 401). If
this Agreement meets the definition of"funding agreement"under 37 CFR § 401.2 (a)
and regards the substitution of parties, assignment, or performance of experimental,
developmental, or research work, the Federal Government and Orange County have
rights in any resulting invention in accordance with 37 CFR part 401, "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," and any implementing
regulations issued by the applicable federal agency.
1. Clean Air Act (42 U.S.C. 7401-76714) and the Federal Water Pollution Control Act
(33 U.S.C. 1251-1387), as amended — Should this purchase involve federal funds in
excess of$150,000 Subrecipient shall comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the
Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387):
i. Clean Air Act.
(1) The Subrecipient agrees to comply with all applicable standards,orders,
or regulations issued pursuant to the Clean Air Act, as amended, 42
U.S.C. § 7401 et seq.
(2) The Subrecipient agrees to report each violation to Orange County and
understands and agrees that Orange County will, in turn, report each
violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The Subrecipient agrees to include these requirements in each
subcontract exceeding $150,000 financed in whole or in part with
federal assistance.
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ii.Federal Water Pollution Act.
(1) The Subrecipient agrees to comply with all applicable standards, orders,
or regulations issued pursuant to the Federal Water Pollution Control
Act, as amended, 33 U.S.C. 1251 et seq.
(2) The Subrecipient agrees to report each violation to Orange County and
understands and agrees that Orange County will, in turn, report each
violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The Subrecipient agrees to includes these requirements in each
subcontract exceeding $150,000 financed in whole or in part by federal
funds.
in. Procurement of Recovered Materials(section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act). Should the performance of
this Agreement involve the use of materials, Subrecipient shall make maximum use of
products containing recovered materials that are EPA-designated items unless the
product cannot be acquired:
i. Competitively within a timeframe providing for compliance with the Agreement
performance schedule;
ii. Meeting with the Agreement performance requirements; or
iii. At a reasonable price
Information about this requirement, along with the list of EPA-designated
items, is available at EPA's Comprehensive Procurement Guidelines web
site: https://www.epa.gov/smm/coMprehensive-procurement-guideline-cpg-
rp o rgam.
The Subrecipient also agrees to comply with all other applicable
requirements of Section 6002 of the Solid Waste Disposal Act.
n. Prohibition On Contracting For Covered Telecommunications Equipment Or
Services.
i. Definitions. As used in this clause, the terms backhaul; covered foreign
country; covered telecommunications equipment or services;
interconnection arrangements; roaming; substantial or essential
component; and telecommunications equipment or services have the
meaning as defined in FEMA Policy, #405-143-1 Prohibitions on
Expending FEMA Award Funds for Covered Telecommunications
Equipment or Services As used in this clause—
ii. Prohibitions.
(1) Section 889(b) of the John S. McCain National Defense
Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and
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2 C.F.R. § 200.216 prohibit the head of an executive agency on or
after Aug. 13, 2020, from obligating or expending grant,
cooperative agreement, loan, or loan guarantee funds on certain
telecommunications products or from certain entities for national
security reasons.
(2) Unless an exception in paragraph (iii) of this clause applies, the
Subrecipient and its subcontractors may not use grant,
cooperative agreement, loan, or loan guarantee federal funds to:
a. Procure or obtain any equipment, system, or service that
uses covered telecommunications equipment or services
as a substantial or essential component of any system, or
as critical technology of any system;
b. Enter into, extend, or renew a contract to procure or obtain
any equipment, system, or service that uses covered
telecommunications equipment or services as a substantial
or essential component of any system, or as critical
technology of any system;
c. Enter into, extend, or renew contracts with entities that
use covered telecommunications equipment or services as
a substantial or essential component of any system, or as
critical technology as part of any system; or
d. Provide, as part of its performance of this contract,
subcontract, or other contractual instrument, any
equipment, system, or service that uses covered
telecommunications equipment or services as a substantial
or essential component of any system, or as critical
technology as part of any system.
iii. Exceptions. This clause does not prohibit Subrecipient from providing
(1) A service that connects to the facilities of a third-party, such as
backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user
data traffic or permit visibility into any user data or packets that
such equipment transmits or otherwise handles.
(3) By necessary implication and regulation, the prohibitions also do
not apply to:
a. Covered telecommunications equipment or services that:
i. Are not used as a substantial or essential
component of any system; and
ii. Are not used as critical technology of any system.
b. Other telecommunications equipment or services that are
not considered covered telecommunications equipment or
services.
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iv. Reporting requirement.
(1) In the event the Subrecipient identifies covered
telecommunications equipment or services used as a substantial
or essential component of any system, or as critical technology as
part of any system, during Agreement performance, or the
Subrecipient is notified of such by a subcontractor at any tier or
by any other source, the Subrecipient shall report the information
in paragraph(iv)(2) of this clause to Orange County, unless
elsewhere in this Addendum and Agreement are established
procedures for reporting the information.
(2) The Subrecipient shall report the following information pursuant
to paragraph(iv)(1) of this clause:
a. Within one business day from the date of such
identification or notification: The contract number; the
order number(s), if applicable; supplier name; supplier
unique entity identifier(if known); supplier Commercial
and Government Entity(CAGE) code (if known); brand;
model number(original equipment manufacturer number,
manufacturer part number, or wholesaler number); item
description; and any readily available information about
mitigation actions undertaken or recommended.
b. Within 10 business days of submitting the information in
paragraph(iv)(2)(a) of this clause: Any further available
information about mitigation actions undertaken or
recommended. In addition, the contractor shall describe
the efforts it undertook to prevent use or submission of
covered telecommunications equipment or services, and
any additional efforts that will be incorporated to prevent
future use or submission of covered telecommunications
equipment or services.
v. Subcontracts. The Subrecipient shall insert the substance of this clause,
including this paragraph(v), in all subcontracts and other contractual
instruments.
o. Domestic Preference. In accordance with 2 CFR 200.322, as appropriate and to
the extent consistent with law, the Subrecipient should, to the greatest extent
practicable under this Agreement, provide a preference for the purchase,
acquisition, or use of goods, products, or materials produced in the United States
(including but not limited to iron, aluminum, steel, cement, and other
manufactured products). The requirements of this paragraph must be included in
all subawards and in all contracts and purchase orders for work or products
under this Agreement.
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p. Federal Funding Accountability and Transparency Act of 2006. Subrecipient must
provide the County with all information requested by the County to enable the County
to comply with the reporting requirements of the Federal Funding Accountability and
Transparency Act of 2006(31 U.S.C. 6101 note).
q. Licenses, Certifications,Permits,Accreditation. If activities related to the performance
of this Agreement require specific licenses, certifications, permits, accreditation, or
related credentials required by federal, state, or local law, Subrecipient represents that
it or its employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, permits, accreditations, or credentials and that such licenses
certifications, permits, accreditations, or credentials are current, active, and not in a
state of suspension or revocation. Subrecipient agrees to submit to the County proof of
any license, certification,permit, accreditation, or related credential upon request.
r. Publications. Any publications produced with funds from this Agreement must display
the following language: "This project [is being] [was] supported, in whole or in part,
by federal award number [enter project FAIN] awarded to Orange County, North
Carolina by the U.S. Department of the Treasury."
s. Mandatory Contract Provisions. The Subrecipient must include applicable contract
provisions provided in Exhibit E, Required Contract Provisions, and is responsible for
monitoring all subcontracted services on a regular basis to assure contract compliance.
Results of monitoring efforts shall be summarized in written reports and submitted with
documented evidence for follow-up actions taken to correct non-compliance.
t. Drug-Free Workplace. Subrecipient shall comply with Governmentwide Requirements
for a Drug-Free Workplace, 31 CFR Part 20, as applicable.
8. Cooperation in Monitoring and Evaluation
a. County Responsibilities.
i. The County has designated ( ) to act as the County's representative with
respect to the Project who shall have the authority to render decisions within
guidelines established by the County Manager or the County Board of
Commissioners and who shall be available during working hours as often as
may be reasonably required to render decisions and to furnish information.
ii. The County shall monitor, evaluate, and provide guidance and direction to the
Subrecipient in the conduct of the Scope of Services performed under this
Agreement. The County must determine whether Subrecipient has spent funds
in accordance with applicable laws and regulations, including the federal audit
requirements and agreements, and shall monitor activities of the Subrecipient
to ensure that the Subrecipient has met such requirements as necessary and in
accordance with regulations on Subrecipient Monitoring and Management, 2
CFR 200.330-2 CFR 200.332. The County may require the Subrecipient to take
corrective action if deficiencies are found.
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b. Subrecipient Responsibilities.
i. Cooperation with County Oversight. The Subrecipient shall permit the County
to carry out monitoring and evaluation activities, including any performance
measurement system required by applicable law, regulation, funding sources
guidelines or by the terms and conditions of the applicable grant award, and the
Subrecipient agrees to ensure,to the greatest extent possible,the cooperation of
its agents, employees and board members in such monitoring and evaluation
efforts. This provision shall survive the expiration or termination of this
Agreement.
ii. Cooperation with Audits. The Subrecipient shall cooperate fully with any
reviews or audits of the activities under this Agreement by authorized
representatives of the County,the North Carolina State Auditor,the Department
of Treasury, and the U.S. Government Accountability Office. The Subrecipient
agrees to ensure to the extent possible the cooperation of its agents, employees,
and board members in any such reviews and audits. This provision shall survive
the expiration or termination of this Agreement for five years consistent with
Section 8(c).
c. Records Retention and Access. The Subrecipient must maintain all records, books,
papers and other documents related to its performance of the Scope of Services under
this Agreement (including without limitation personnel, property, financial and
medical records)for a period of five (5)years following the date that the County makes
the last payment to Subrecipient under the Contract Documents, or such longer period
as is necessary for the resolution of any litigation, claim, negotiation, audit or other
inquiry involving this Agreement. The Subrecipient shall make all records, books,
papers and other documents that relate to this Agreement available at all reasonable
times for inspection,review and audit by the authorized representatives of the County,
the North Carolina State Auditor, the Department of Treasury, the U.S. Government
Accountability Office, the Office of the Inspector General, or the Pandemic Response
Accountability Committee.
9. Insurance. Subrecipient shall obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional
insurance as may be required by County's Risk Manager as such insurance requirements are
described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance
Coverage Requirements (each document is incorporated herein by reference and may be
viewed at http://www.orangecountVnc.gov/departments/purchasing division/contracts.php). If
County's Risk Manager determines additional insurance coverage is required such additional
insurance shall consist of (if no additional insurance required mark N/A as being not
applicable). Subrecipient shall not commence work until such insurance is in effect and
certification thereof has been received by the County's Risk Manager.
10. Indemnity. To the extent authorized by North Carolina law, the Subrecipient agrees, without
limitation, to defend, indemnify and hold harmless the County and federal government from
all loss, liability, claims or expense, including attorney's fees, arising out of or related to the
Scope of Services and arising from property damage or bodily injury including death to any
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person or persons caused in whole or in part by the negligence or misconduct of the
Subrecipient except to the extent same are caused by the negligence or willful misconduct of
the County. It is the intent of this provision to require the Subrecipient to indemnify the County
to the fullest extent permitted under North Carolina law.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: SUBRECIPIENT:
By: By:
Printed Name and Title
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ORANGE COUNTY-DEPARTMENT USE ONLY
Party/Vendor Name: Party/Vendor Contact Person: Contact Phone: Party/Vendor Address:
City State: Zip: Department: Amount: Purpose: Budget Code(s):
Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes❑No❑ Contract Type:(Check
one)New❑ Renewal❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date:
---For Section XIV.c. contracts only,Approved by Board in Current FY Budget Yes❑No❑
This agreement is approved as to technical form and content and I as Department Director affirmatively state work on
this project has not been initiated prior to execution of the agreement:
Department Director's Signature Date:
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficiency of insurance standards,specifications,and requirements:
Office of the Risk Management Officer Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer Date:
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney Date:
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
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Exhibit A: Subaward Data
Subrecipient Name [Insert Subrecipient name, which must
match the name associated with its
unique entity identifier]
Subrecipient Unique Entity Identifier: [Insert Subrecipient Unique Entity
Identifier]
Federal Award Identification Number(FAIN): [Insert Federal Award Identification#]
Federal Award Date of Award to the Recipient by [Insert date]
the Federal Agency:
Subaward Period of Performance Start Date: [Insert date]
Subaward Period of Performance End Date: [Insert date]
Amount of Federal Funds Obligated by this Action [Insert ARPA Funds]
by the Pass-Through Entity to the Subrecipient:
Total Amount of Federal Funds Obligated to the [If additional federal awards have been
Subrecipient by the Pass-Through Entity Including awarded to the Subrecipient, insert total
the Current Obligation: amount, including the ARPA Funds
specified above]
Total Amount of the Federal Award Committed to [Insert amount]
the Subrecipient by the Pass-Through Entity:
Federal Award Project Description: [Insert description]
Name of Federal Awarding Agency: Department of Treasury
Name of Pass-Through Entity: Orange County,North Carolina
Contact Information for Orange County [Insert contact information]
Authorizing Official:
Contact Information for County Project Director: [Insert contact information]
CFDA Number and Name: 21.027- Coronavirus State and Local
Fiscal Recovery Funds
Identification of Whether Subaward is R&D: Not R&D
Subrecipient Indirect Costs: See Exhibit C—Approved Budget
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Exhibit B: Scope of Services
Services shall be those described in the Network Development Agreement dated—day of_
2022 between North State Communications Advanced Services, LLC and Orange County.
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Exhibit C: Approved Budget
[Budget]
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Exhibit D
APPENDIX A,44 C.F.R.PART 18—CERTIFICATION REGARDING
LOBBYING
Certification for Contracts,Grants,Loans,and Cooperative Agreements
The undersigned certifies,to the best of his or her knowledge and belief,that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned,to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement,the undersigned shall complete and submit Standard Form-
LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all subrecipients
shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into.Submission ofthis certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than$10,000 and not more than $100,000 for each such failure.
The Subrecipient, , certifies or affirms the truthfulness and
accuracy of each statement of its certification and disclosure, if any. In addition, the
Subrecipient understands and agrees that the provisions of 31 U.S.C. Chap. 38,
Administrative Remedies for False Claims and Statements, apply to this certification
and disclosure, if any.
Signature of Subrecipient's Authorized Official Date
Print Name, Title of Subrecipient's Authorized Official
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Exhibit E: Required Contract Provisions (2 C.F.R. Part 200,Appendix II)
All contracts made by Subrecipient under this Agreement must contain provisions covering the
following, as applicable:
1) Equal Employment Opportunity. For contracts that meet the definition of"federally assisted
construction contract" in 41 C.F.R. § 60-1.3, during the performance of the contract the contractor
must include the equal opportunity clause found in 41 CFR 60-1.4(b), unless otherwise stated in
41 CFR 60-1.3. For the purposes of this requirement the term"construction work" means "the
construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings,
highways, or other changes or improvements to real property, including facilities providing utility
services. The term also includes the supervision, inspection, and other onsite functions incidental
to the actual construction."Each nonexempt prime contractor or subcontractor must include the
equal opportunity clause in each of its nonexempt subcontracts.
2) Suspension and Debarment. Pursuant to 2 CFR Part 190, as adopted by the U.S.
Department of Treasury at 31 CFR Part 19, Subrecipient's contractors and subcontractors
are subject to suspension and debarment regulations. The suspension and debarment
regulations restrict Subrecipient from entering into a"covered transaction"with parties
that are debarred, suspended, or otherwise excluded, or declared ineligible for participation
in federal assistance programs and activities. Such ineligible parties are generally listed on
www.sam.gov. "Covered transactions" include procurement contracts by Subrecipient
under this Agreement, as well as certain subcontracts, for goods or services worth$25,000
or more.
Applicable contracts and subcontracts must include a provision requiring compliance with
debarment and suspension regulations (2 CFR 180; 2 CFR Part 200, Appendix II(H)).
3) Prohibition on Certain Telecommunications and Video Surveillance Equipment
Systems. The Subrecipient and its contractors are prohibited from obligating grant funds
to: (1)procure or obtain, (2) extend or renew a contract to procure or obtain, or(3) enter
into a contract(or extend or renew a contract) to procure or obtain equipment, services, or
systems that use covered telecommunications equipment or services as a substantial or
essential part of any system, or as critical technology of any system. "Covered
telecommunications equipment or services" includes items produced by certain Chinese
manufacturers specified in 2 C.F.R. 200.16.
4) Domestic Preference Clause. In accordance with 2 CFR 200.322, as appropriate and to the
extent consistent with law, the Subrecipient and its contractors should, to the greatest extent
practicable, provide a preference for the purchase, acquisition, or use of goods, products, or
materials produced in the United States (including but not limited to iron, aluminum, steel,
cement, and other manufactured products) in its contracts and purchase orders.
5) Access to Records. The Subrecipient and its contractors and subcontractors must give the
County and the Department of Treasury access to records associated with their awards during
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the federally required record retention period and as long as the records are retained (2 CFR
200.334, 200.337.).
6) Compliance with Federal Law, Regulations, And Executive Orders and
Acknowledgement of Federal Funding. The Subrecipient's contractors must acknowledge
federal financial assistance will be used to fund all or a portion of the contract and that the
contractor must comply with all federal laws, regulations, executive orders, policies,
procedures, and directives.
7) No Obligation by Federal Government or Orange County. The Federal Government,
nor Orange County, are parties to any transaction between the Subrecipient and its
contractor. Therefore, the Federal Government,nor Orange County, are not subject to any
obligations or liable to any parry for any matter relating to the contract between the
Subrecipient and its contractor.
8) Affirmative Socioeconomic Steps. The Subrecipient must take six affirmative steps to
ensure use of small and minority businesses, women's business enterprises, and labor
surplus area firms when possible (2 CFR 200.231). One of the six steps is to require the
prime contractor, if subcontracts are to be let, to take the five other affirmative steps (2
CFR 200.321(b)(6)).
9) Contracts over $2,000. All prime construction contracts in excess of $2,000 must include a
provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144 and 3146-3148) and the
requirements of 29 C.F.R. pt. 5 as may be applicable, when required by federal legislation.
Contractors must be required to pay wages to laborers and mechanics at a rate not less than the
prevailing wages specified in a wage determination made by the Secretary of Labor. In addition,
contractors must be required to pay wages not less than once a week. Contractors must be required
pay their laborers and mechanics the higher of the wages specified in the referenced determination
by the Secretary of Labor or the Living Wage as determined in the Orange County Living Wage
Policy and the Orange County Operating Budget for the fiscal year in which the contract is entered.
Subrecipient must place a copy of the prevailing wage determination in each solicitation. The
decision to award a contract or subcontract must be conditioned upon acceptable of the wage
determination. Subrecipient must report all suspected or reported violations to Orange County and
the U.S. Treasury.
For construction or repair work over$2,000 where the Davis-Bacon Act also applies,the contractor
must include a provision for compliance with the Copeland Anti-Kickback Act, 18 U.S.C. § 874,
40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3. The Act provides each contractor must
be prohibited from inducing, by any means, any person employed in the construction, completion
of repair or public work, to give up any part of the compensation to which he or she is otherwise
entitled. Contractors shall insert in any subcontracts the sentence "the contractor shall comply with
18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable,
which are incorporated by reference into this contract,"and other such clauses as appropriate agency
instructions require, and also a clause requiring the contractor to include these clauses in any lower-
tier subcontracts. The contractor must be responsible for compliance by any subcontractor or lower
tier subcontractor with these contract clauses. A breach of the requirements of this provision may
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be grounds for termination of the contract, and for debarment as a contractor and subcontractor as
provided in 29 C.F.R. § 5.12. Subrecipient must report all suspected or reported violations to Orange
County and the U.S. Treasury.
10)Contracts Over $10,000. All contracts in excess of$10,000 must address termination for cause
and for convenience by the Subrecipient, including the manner by which it will be affected and the
basis for settlement.
For contracts for purchases of$10,000 or more, the Subrecipient and its contractors must also
comply with Section 6002 of the Solid Waste Disposal Act, which generally requires procuring
only items designated by the EPA at 40 CFR Part 247 as containing "highest percentage of
recovered materials practicable."
11)Contracts over $100,000. In general, all contracts awarded by Subrecipient of more than
$100,000 that involve the employment of mechanics or laborers must include a provision for
compliance with statutory requirements on work hours and safety standards. Under 40 U.S.C.
3702, each contractor must base wages for every mechanic and laborer on a standard 40-hour
work week. Work over 40 hours is allowed, so long as the worker is paid at least one and a half
times the base pay rate for all hours worked over 40 hours in the work week. Additionally, for
construction work, under 40 U.S.C. 3704, work surroundings and conditions for laborers and
mechanics must not be unsanitary or unsafe. Relevant definitions are at 40 U.S.C. 3701 and 29
CFR 5.2.
If applicable per the standard described above, Subrecipient must include the provisions at 29 CFR
5.5(b)(1)-(4), verbatim, into all applicable contracts, and all applicable contractors must include
these provisions, in full, into any subcontracts. In addition to the required language from 29 CFR
5.5(b)(1)-(4), in any contract subject only to the Contract Work Hours and Safety Standards Act
and not to any other statutes cited in 29 CFR 5.1, Subrecipient must also insert a clause meeting
the requirements of 29 CFR 5.5(c).
Non-federal entities who intend to award contracts of more than $100,000, and their contractors
who intend to award subcontracts of more than $100,000, must include a contract provision
prohibiting the use of federal appropriated funds to influence officers or employees of the Federal
Government. Contractors that apply or bid for a contract for more than $100,000 must also file the
required certification regarding lobbying. Each tier certifies to the tier above that it will not and
has not used federal appropriated funds to pay any person or organization for influencing or
attempting to influence an employee of a federal agency, a Member of Congress, an employee of
Congress, or an employee of a Member of Congress in connection with receiving any federal
contract, grant, or other award covered by 31 U.S.C. 1352. Each tier must also disclose any
lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.
12)Contracts over $150,000. For contracts over $150,000, contracts must contain a provision
requiring contractors to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, 42 U.S.C. § 7401 et seq, and Water Pollution Control Act, 33
U.S.C. § 1251 et seq. Violations must be reported to the Department of Treasury and the
Regional Office of the Environmental Protection Agency(EPA).
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13)Contracts over $250,000. Contracts for more than the simplified acquisition threshold, currently
set at $250,000, must address administrative, contractual, or legal remedies in instances where
contractors violate or breach contract terms, and provide for such sanctions and penalties as
appropriate. Although not required for contracts at or below the simplified acquisition threshold,
Orange County suggests including a remedies provision.
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ATTACHMENT E
CUSTOMER SERVICE QUALITY METRICS
A. Generally. Provider will provide an experienced and able management team to design,build,
operate, and maintain the Network. Provider will respond to the needs of its Customers through high-
quality customer service. Provider agrees to comply with the customer service standards detailed in
this Attachment for all Customers.
B. Call center. Provider will provide and maintain a local and/or toll-free telephone line for taking
customer calls that will be available 24 hours per day, seven(7) days per week, including on holidays.
The average customer office answer time shall not exceed 90 seconds at least eighty-five percent
(85%) of the time. If a Customer's call is placed on hold,the average hold time shall not exceed ten
(10)minutes before the call is answered by a company representative. If the call or contact is
transferred,the transfer time will not exceed 90 seconds at least eighty-five percent(85%)of the time.
Customers will receive a busy signal no more than three percent(3%) of the time.
C. Customer appointments. Provider will schedule appointments for installations and other service
calls either at a specific time or, at a maximum, during a four-hour time block during normal business
hours. Provider may also schedule service calls outside of normal business hours for the convenience
of the Customer. Barring unforeseen circumstances, Provider will not cancel an appointment with a
Customer after the close of business on the business day prior to the scheduled appointment. If a
service technician is running late and will not meet the specified appointment time,Provider will
contact the Customer and, if requested by the Customer,reschedule the appointment at the
convenience of the Customer. Provider shall require that any employee or agent, including any
subcontractor,who personally visits any residential dwelling, shall display a photo identification
badge.
D. Customer activation. Provider shall use best efforts to complete Customer service activation orders
within 10 calendar days. Provider shall complete no less than ninety percent(90%) of Customer
service orders within 10 calendar days.
E. Network outage. Provider will begin work to address any Network service outage, affecting
backbone and key network equipment,no later than 24 hours after being notified of the problem.
Provider shall resolve no less than ninety percent(90%) of service outage within two working days of
notification.
F. Residential service interruption. In the event of a verified Provider service interruption of twenty
four(24) or more consecutive hours, credits will be issued to Customer,upon timely Customer
request,no later than the billing cycle following such service interruption. The credits shall equal, at a
minimum, a proportionate amount of the Customer(s)' monthly bill.
Provider will exert best effort to resolve residential customer service interruptions within five
business days of customer notification,with no less than 90%of residential customer service
interruptions being resolved within five business days of notification
G. Notice of rate changes. Provider shall provide at least sixty(60) days advance written notice to
Customers of any changes in rates or services if the change is within the control of Provider.
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H. Customer complaint report. Upon written request by the County,Provider shall provide within
thirty(30) days a report showing the number of Customer complaints received during the previous
12-month period that required a service call,the dates they were received,the addresses of the
complaint locations, summary descriptions of the complaints,the dates the complaints were resolved
and summary descriptions of the resolutions.
I. Network performance.
a. Customers shall receive Internet service at speeds no less than eighty percent(80%) of
the advertised speed,based on test results from a device connected by wire to the to the
Customer router,transmitting to and from a mutually agreeable off-Network Internet
performance test site.
b. Internet service packet loss shall remain less than I%, and latency shall not exceed 40ms,
based on test results from a device connected by wire to the to the Customer router,
transmitting to and from a mutually agreeable off-Network Internet performance test site.
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ATTACHMENT F County XPON Sites
Office/Building
. .
ORANGE COUNTY EMS EMS Station 4 209 Mount Willing Rd Efland
ORANGE COUNTY IT HQ Cedar Grove Park 5800 Nc Highway 86 N Hillsborough
EFLAND CHEEKS COMMUNITY CENTER Efland-Cheeks Community Center 117 Richmond Rd Mebane
ORANGE COUNTY EMS WATERS/EMS 510 MEADOWLAND DR HILLSBOROUGH
ORANGE COUNTY IT Old EAC/Orange EMS Station 1 306 REVERE RD HILLSBOROUGH
ORANGE RURAL FIRE DEPARMENT Orange Rural Fire 3/EMS 10 835 Phelps Rd Hillsborough
ORANGE RURAL FIRE DEPARTMENT 206 S CHURTON ST HILLSBOROUGH
ORANGE COUNTY IT HQ 100 E King St Hillsborough
ORANGE COUNTY IT HQ Rogers Road Community Center 101 Edgar St =Chapel Hill
ORANGE COUNTY IT HQ New Hope Fire Station 2/EMS Station 7 4700 Nc Highway 86 Chapel Hill
EMS Station 5 Eno Fire Station 2 5501 St Mary's Rd ' Hillsborough
EMS Station 8 Orange Grove Fire 6800 Orange Grove Rd Hillsborough
Fire Station Orange Rural 3 2510 WALKER RDMR]PE *Hillsborough
Fire Station Efland 1 3900 US 70 W Efland
Fire Station New Hope 1 4012 WHITFIELD RD Chapel Hill
Fire Station Efland 3 4111 HARMONY CHURCH RD Efland
Fire Station New Hope 2 4700 NC 86 S Chapel Hill
Fire Station Orange Grove 3 4725 NICKS RD Mebane
Fire Station Eno 1 5019 US 70 E Eno
Fire Station White Cross 5722 OLD GREENSBORO RD Chapel Hill
Fire Station Efland 2 1 5800 US 70 W Hillsborough
Fire Station Cedar Grove 1 5912 PENTECOST RD Cedar Grove
Fire Station Orange Grove 2 6801 ROCKY RIDGE RD Hillsborough
Fire Station Cedar Grove 2 720-UT HAWKINS RD Cedar Grove
Little River Park 301 Little River Park Way Rougemont
Forest Service Office 3314 NC 86 S Hillsborough
Blackwood Farm 4215 NC-86 Hillsborough
- Breeze Farm 4909 Walnut Grove Church Rd Hurdle Mills
Occonneechee State Park 620 VIRGINIA CATES RD jjr� Hillsborough
- Efland Convenience Center 7001 High Rock Rd Efland
Caldwell Fire Department 7020 Guess Road Rougemont
- CONVENIENCE CENTER-WALNUT GROVE CHURCH RD 3605 WALNUT GROVE CHURCH ROAD Hillsborough
FAIRVIEW PARK 195 Torain St Hillsborough
TWIN CREEK PARK 7906 Old NC 86 Chapel Hill