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HomeMy WebLinkAboutAgenda - 12-10-2024; 6-c - Amendment to the Network Development Agreement for Broadband Deployment with Lumos to Extend the Project Deadlines 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: December 10, 2024 Action Agenda Item No. 6-c SUBJECT: Amendment to the Network Development Agreement for Broadband Deployment with Lumos to Extend the Project Deadlines DEPARTMENT: Information Technologies ATTACHMENT(S): INFORMATION CONTACT: 2022 Lumos Contract (Addresses Robert Reynolds, Chief Information Omitted) Officer, 919.245.2276 December 2024 Amendment Updated Project Schedule PURPOSE: To approve an amendment to the 2022 Lumos contract to extend the project completion deadline of the Lumos broadband deployment so that all 6,370 unserved and underserved homes contained in the original agreement are served by December 31, 2025, instead of December 31, 2024. BACKGROUND: In June 2022, the Board of Commissioners finalized an agreement with Lumos Fiber (formerly known as North State Communications Advanced Services, LLC) to deploy a fiber optic broadband network to 6,370 unserved locations in Orange County. Unserved locations are defined by State law as locations that do not have access to internet service that provides speeds of 25 megabits per second (Mbps) download and 3 Mbps upload. The statutory authority under which the County is authorized to make grants for broadband deployment only allows those grant funds to be used to serve unserved locations. The County funded this public-private partnership with a $10 million grant using American Rescue Plan Act (ARPA)funds. Payments of the grant funds to Lumos are based on performance. Lumos was paid a $1 million start up payment following approval of the contract. The first benchmark of passing 3,000 homes was also achieved which triggered the second benchmark payment of $3 million. Releasing the final benchmark payment of $6 million is contingent on the company passing all 6,370 homes as detailed in the agreement. The original deadline to serve these homes was December 31, 2024. During spring 2024, Lumos began experiencing delays due to construction and budget issues, and much of the construction activity on the project slowed considerably. Those issues were resolved, and construction resumed in earnest in late summer 2024. However, those delays did have an impact on the overall project schedule. Under the original agreement, all 6,370 unserved and underserved homes identified were to have service available by December 31, 2024. The delays experienced in the spring have pushed final project completion into 2025. This amendment establishes a new deadline of December 31, 2025 to serve all homes identified in the original agreement and to receive the final benchmark payment of$6 million. 2 The County has complied with the first ARPA deadline by committing ARPA funding through the contract with Lumos by December 31, 2024. The final deadline to spend the ARPA funding is December 31, 2026, so this contract amendment does not jeopardize the availability of ARPA funding. To date, Lumos has installed 407.5 route miles of fiber in Orange County. This network is available to 13,964 total homes including 3,236 previously unserved and underserved homes contained in the agreement. Lumos expects an additional 900 unserved and underserved homes will be added in December 2024, an additional 750 homes will be added in the first quarter of 2025, and the final 1,484 contracted homes are expected to have service available upon successful completion of the project by December 2025. The original Lumos project did not reach all of the unserved and underserved homes in the County. These areas have been referred to as doughnut holes where approximately 600 unserved and underserved homes are located. The County has consulted with the North Carolina Division of Broadband and Digital Equity, and the most likely funding solution to serve those homes will be through the Broadband Equity and Deployment (BEAD) Program which has the goal of reaching 100% of unserved and underserved homes. The funding process for the BEAD program is expected to begin in Fall of 2025. County staff will provide updates as more details become available. FINANCIAL IMPACT: This amendment revises the timing of the final $6 million ARPA payment to Lumos. It does not change the contract amount. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 5: PUBLIC EDUCATION/LEARNING COMMUNITY OBJECTIVE 2. Improve school readiness and educational outcomes by providing access, training, tools, technology, and other resources needed to thrive. OBJECTIVE 3. Provide support for workforce development through training, tools, technology, and other resources. • GOAL 6: DIVERSE AND VIBRANT ECONOMY OBJECTIVE 5. Increase access to and awareness of resources and assistance available to residents and businesses. OBJECTIVE 6. Provide workforce and business development resources to enhance the skills of residents of the County. • GOAL 2: HEALTHY COMMUNITY OBJECTIVE 7. Invest in services and programs that improve the health and quality of life of the community (e.g., recreation and public open spaces, arts, etc.) RECOMMENDATION(S): The Manager recommends that the Board approve the amendment and authorize the Manager to execute the amendment and any other related documents. DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 3 [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 26th 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 ARPA 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) 1 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 4 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 Party 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. 2 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 5 "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. 3 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 6 "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 of- 1. f: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 no less than 6,370 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 4 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 7 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 County that are 1)not listed in the Mutually Agreed Service Sites in Attachment B, 2)not included in any other grant supported project area such as RDOF, and 3)be unserved, 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.Notwithstanding the foregoing, if the cost to build to such locations is greater than twice the average cost set forth by Provider in Provider's response to the Request for Proposal, such location(s) shall not be added to the Mutually Agreed Service Sites in Attachment B. 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 5 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 8 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 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 or to Served Locations. 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. Provider shall not utilize Subaward funds to connect locations which are not unserved. 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 6 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 9 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. 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. DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 10 (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. (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 100 Mbps symmetrical will be offered to all County residents for no more than $30 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. As used in this subsection, the term "County"means the portion of Orange County to which Provider deploys FTTP Service pursuant to this Agreement. (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 in the portion of Orange County to which Provider deploys FTTP Service pursuant to this Agreement. (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. 8 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 11 (xi) Maintenance. Provider shall comply with customer service quality metrics as described in Attachment E. Such metrics shall be uniform to all service within the County. 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 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. Facilities. 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. 9 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 12 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 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 hq://www.oran eg c�tync. og v/departments/purchasing 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 10 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 13 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: 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 3,370 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; 11 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 14 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. 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 Mary McDermott 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. 12 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 15 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. 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 Party 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 ABPA 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 13 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 16 conducted by an independent third parry 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 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, 14 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 17 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, 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: DocuSigned by: OocuSigned by: By: �bt�lnitt#Y S By. Bonnie Hal___�g37994B755E477.__ , _ _____ - er Diego And 5E1�351&24A�C404... 15 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 18 ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: North State Communications Advanced Services, LLC Party/Vendor Contact Person: Diego Anderson Contact Phone: Party/Vendor Address: One Lumos Plaza City Waynesboro State: VA Zip: 22980 Department: County Manager Amount: $10,000,000 Purpose: Broadband Initiative Budget Code(s): To be provided by Financial Services 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: 6/21/22 This agreement is approved as to technical form and content: fUocuSigFled by:� Department Director's Signature l�`�S � Date: 6/22/2022 0A3E81B12B364B4... 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 DocuSigned by: s, specifications, and requirements: Office of the Risk Management Officer QUSX l,Q�6 Date: 6/22/2022 7FDCF9176SO0498... Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: Office of the Chief Financial Officer Date: 6/22/2022 -7NE5181ACC 1409... Legal Services This agreement is approved as to legal form and sufficiency: DocuSigned by: Office of the County Attorney jxmGS + atu Date: 6/22/2022 328DC480549A4F5.... 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 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 19 ATTACHMENT A—SERVICE AREA MAP NorthState—Orange County LEGEND: Shaded Polygon = NorthState project area within Orange County. Unserved households found in Attachment B (Mutually Agreed Services Sites) are contained within this area and NorthState has agreed to serve any additional unserved households within the polygon consistent with the terms of the contract. dS 1�1 64 4_ Caldwell Cedar Grove Schley 5, IL Hil-Is 5� d[1 9 Q 1 • Id S _ 7�l Buckhorn lf�indy Hill Farm 4 •M i n 41 Teer 40 Oaks - Calvander 5� Dogwo res Al r DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 20 Orange County FTTP Project Schedule (6370 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-23 Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sen 24 Director Network Project Planning Planning Director OSP ------- SiteSurveys Engineering Director oSP =------ Easement qez rch Enineering Dire .,IP Design Engineering Engineering Director OSP Permit Acquisitlen Engineering Director OSP ------ OSP Fiber Build Canstru4ion Director OSP --- SitePreparatibn Engineering Director IP �- Equipinstallation Engineering 0 Director OSP Fiber Terminal Installs&Splicing Construction Director OSP Commercial Power Activation Engineering DlreRor IP 777 Equip Turn-up Engineering DirectorsIP OSP Engineering Directors IIP&OSP) Phasei Market Launch(+1,000 Homes) Engineering Directors IIP&OSP) Phase 3 Market Launch(+1,000 Homes) Engineering Dir—rs IIP&OSP) Phase 4 Market launch(+1,000 Homes) Engineering Directors IP&05P Phase 5 Market Launch(+I,000 Homes) Engineering Directors IP&OSP Phase 6 Market Launch(+1,3]0 Homes] Engineering "'Project Schedule based on Signed Contaet Executed by June 30,2022 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 21 [Departmental Use Only] TITLE North State ARPA FY 2021-22 NORTH CAROLINA ARPA SUBRECIPIENT AGREEMENT ORANGE COUNTY This Sub-recipient Agreement (hereinafter"Agreement"), made and entered into this 26th day of April, 2022, ("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 Click or tap here to enter text.April 26, 2022 ("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"). 1 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 22 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 "ABPA Funds"). The amount of ABPA 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 ABPA 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 2 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 23 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/polic_y-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 Pam. 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. 3 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 24 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 4 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 25 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)) 5 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 26 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 II 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 6 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 27 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 II 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, DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 28 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 Act40( 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 8 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 29 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. 7401-7671q) 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. 9 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 30 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-cpm rp ogram. 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 10 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 31 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. 11 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 32 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. 12 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 33 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(Travis Myren)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. 13 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 34 b. Subrecipient Responsibilities. i. Cooperation with Coun . 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 14 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 35 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] 15 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 36 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: DocuSigned by: Dwu Signed by: By: �6ln Al (' Ra*KALYS By: +l am i7 � Bonnie l Tari 1'379946755E477... mer Diego Ar_�. 5E1 1115 1624ACd04... 16 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 37 Exhibit A: Subaward Data Subrecipient Name North State Communications Advanced Services, LLC 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: April 26, 2022 Subaward Period of Performance End Date: December 31, 2025 Amount of Federal Funds Obligated by this Action $10,000,000.00 by the Pass-Through Entity to the Subrecipient: Total Amount of Federal Funds Obligated to the $10,000,000.00 Subrecipient by the Pass-Through Entity Including the Current Obligation: Total Amount of the Federal Award Committed to $10,000,000.00 the Subrecipient by the Pass-Through Entity: Federal Award Project Description: Accelerate broadband deployment to unserved locations. Name of Federal Awarding Agency: Department of Treasury Name of Pass-Through Entity: Orange County,North Carolina Contact Information for Orange County Bonnie Hammersley Authorizing Official: PO Box 8181 Hillsborough,NC 27278 Contact Information for County Project Director: Travis Myren PO Box 8181 Hillsborough,NC 27278 tMyrengoran eg countync.gov (919) 245-2308 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 18 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 38 Exhibit B: Scope of Services Services shall be those described in the Network Development Agreement dated 26th day of April 2022 between North State Communications Advanced Services, LLC and Orange County. 19 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 39 Exhibit C: Approved Budget $10,000,000.00 grant contribution to a network wide project cost of at least $40,000,000. 20 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 40 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 of this 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,North State Communications Advanced Services, LLC , 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. OocuSigned by: 6/22/2022 Signature of Subrec_r_ 5E1D351624AC404._Yzed Official Date Diego Anderson, CEO Print Name, Title of Subrecipient's Authorized Official 21 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 41 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 22 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 42 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 party 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 23 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 43 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). 24 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 44 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. 25 DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 45 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. DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 46 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 1%, 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. DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 47 ATTACHMENT F County XPON Sites Office/Building ORANGE COUNTY EMS EMS Station 4 ORANGE COUNTY IT HQ Cedar Grove Park EFLAND CHEEKS COMMUNITY CENTER Efland-Cheeks Community Center ORANGE COUNTY EMS WATERS/EMS ORANGE COUNTY IT Old EAC/Orange EMS Station 1 ORANGE RURAL FIRE DEPARMENT Orange Rural Fire 3/ EMS 10 ORANGE RURAL FIRE DEPARTMENT i ORANGE COUNTY IT HQ ORANGE COUNTY IT HQ Rogers Road Community Center ORANGE COUNTY IT HQ New Hope Fire Station 2/ EMS Station 7 EMS Station 5 Eno Fire Station 2 EMS Station 8 Orange Grove Fire Fire Station Orange Rural 3 Fire Station Efland 1 Fire Station New Hope 1 Fire Station Efland 3 Fire Station New Hope 2 Fire Station Orange Grove 3 Fire Station Eno 1 Fire Station White Cross Fire Station Efland 2 Fire Station Cedar Grove 1 Fire Station Orange Grove 2 Fire Station Cedar Grove 2 Little River Park Forest Service Office Blackwood Farm Breeze Farm Occonneechee State Park Efland Convenience Center Caldwell Fire Department CONVENIENCE CENTER-WALNUT GROVE CHURCH RD FAIRVIEW PARK TWIN CREEK PARK DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B 48 209 Mount Willing Rd Efland , 5800 Nc Highway 86 N Hillsborough a 117 Richmond Rd Mebane q9 510 MEADOWLAND DR HILLSBOROUGH 306 REVERE RD HILLSBOROUGH 835 Phelps Rd Hillsborough 206 S CHURTON ST HILLSBOROUGH 100 E King St Hillsborough 101 Edgar St Chapel Hill 4700 Nc Highway 86 Chapel Hill 5501 St Mary's Rd Hillsborough 6800 Orange Grove Rd Hillsborough 2510 WALKER RD Hillsborough 3900 US 70 W Efland 4012 WHITFIELD RD Chapel Hill 4111 HARMONY CHURCH RD Efland 4700 NC 86 S Chapel Hill 4725 NICKS RD Mebane 5019 US 70 E Eno 5722 OLD GREENSBORO RD Chapel Hill 5800 US 70 W Hillsborough 5912 PENTECOST RD Cedar Grove 6801 ROCKY RIDGE RD Hillsborough 720-UT HAWKINS RD Cedar Grove 301 Little River Park Way Rougemont 3314 NC 86 S Hillsborough 4215 NC-86 Hillsborough 4909 Walnut Grove Church Rd Hurdle Mills 620 VIRGINIA CATES RD Hillsborough 7001 High Rock Rd Efland 7020 Guess Road Rougemont 3605 WALNUT GROVE CHURCH ROAD Hillsborough 195 Torain St Hillsborough 7906 Old NC 86 Chapel Hill DocuSign Envelope ID:32FCA70E-8C9D-4D85-AOBE-B88413353B8B _ 49 AC RQ) CERTIFICATE OF LIABILITY INSURANCE F DATE(MMiDDNYYY) 0412812922 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or he endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER CONTACT Marsh USA Inc. NAME: 80D East Canal St. PBC.N FAC No); Suite 900 E-MAIL Richmond,VA 23219 ADDRESS: INSURERS AFFORDING COVERAGE NAIL 0 CN134139455-GHGCas41-22 INSURER A:LM Insurance Corporation 33600 INSURED North State Communications Advanced INSURERS:Liberty Mutual Fire Insurance Company 23035 Services,LLC INSURER C:Ube Insurance Corporation 42404 4100 Mendenhall Oaks Parkway,Suite 300 INSURERD: High Point,NO 27266 INS UR ER E: INSURER F: _ COVERAGES CERTIFICATE NUMBER: CLE-006876859-01 REVISION NUMBER: 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR POLICYNUMBER MMIDD MMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY T85-Z11-C1J42P-021 1010412021 1010412022 EACH OCCURRENCE $ 1,000,090 CLAIMS-MADE O OCCUR. AMAGISE T RENTED REMISES Eaoccurrenoe $ 1,000,000 MEA EXP(Anyone person $ 15,090 PERSONAL 2 ADV INJURY $ 1,990,909 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,900,000 X POLICY❑j�� �LOC PRODUCTS-COMPIOPAGG S 2r r OTHER: 1 $ 0 AUTOMOBILE LIABILITY AS2-Z11-C1J42P-011 10!041202110104!2022 COMBINED SINGLE LIMIT g 1000,040 BOO ILY X ANY AUTO OILY INJURY(Perpersan) $ X OWNED SCHEDULED BODILY INJURY AUTOS ONLY AUTOS (Par accident) $ X HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per acddent $ S X UMBRELLALIAS X OCCUR TH7-211-C1J42P-051 1010412021 10,10412022 EACH OCCURRENCE s 90,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $ 10,009,000 DED I I RETENTIONS $ A WORKERS COMPENSATION WC6-Z11-C1J42P-931 - 151—OUO22 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETORIPAR'rNERfEXECUTIVE � 1,900,000 OFFICE RIM EMBER EXCLUDEG? lN' NIA E.L EACH ACCIDENT $ (Mandatory In NH) L.DISEASE-EA EMPLOYEE $ 1,DD0,DDD If yes,dusrdbe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMITS 1'000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 195,Additional Remarks Schedule,may be attached If more space is required) Orange County,its departments,agents,empbyeas or assigns Islare Included as additional insured(except workers'compensation)where required by written conlract.Waiver of subrogation Is applicable where required by written contract. CERTIFICATE HOLDER CANCELLATION Orange County,North Carolina SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Travis Myren THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.Bax 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NO 27278 AUTHORIZED REPRESENTATIVE 7/ealzd� 'ze 15111V. Q 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 50 AMENDMENT TO NETWORK DEVELOPMENT AGREEMENT BETWEEN ORANGE COUNTY AND NORTH STATE COMMUNICATIONS ADVANCED SERVICES, LLC This Amendment (the "Amendment") is made and entered into as of the_day of , 2024, by and between Orange County, a political subdivision of the State of North Carolina (hereinafter referred to as the "County"), and North State Communications Advanced Services, LLC(hereinafter referred to as the "Provider"). WHEREAS, the parties entered into a Network Development Agreement dated April 26, 2022 (hereinafter referred to as the "Agreement"),for the development of broadband infrastructure in unserved and underserved areas of Orange County, using funds from the Coronavirus Local Fiscal Recovery Fund (part of the American Rescue Plan Act of 2021, Pub. L. No. 117-2); and WHEREAS, the Agreement currently requires that all project costs be incurred by December 31, 2024, and that construction and work be completed by December 31, 2025; and WHEREAS, the parties wish to extend the project timeline due to construction delays experienced by Provider and to ensure compliance with ARPA deadlines, while clarifying the allocation of risks and responsibilities for compliance and prioritization of work within the County's normal governmental operations. NOW,THEREFORE,the parties agree to amend the Agreement as follows: 1. Extension of Timeline for Project Completion The following sections of the Agreement are hereby amended as follows: • Section 7(e)—Concealed or Unknown Conditions:The last sentence of subsection 7(e) shall be replaced with "If County determines that the conditions differ materially and will cause a material increase in time required by Provider to perform any part of the work, and that Provider could not have identified the conditions by exercising commercially reasonable due diligence prior to executing the Agreement, County will review and approve an equitable adjustment to the time necessary to complete a milestone, as applicable, provided such adjustment does not require obligation of County funds after December 31, 2025, or completion of work after December 31, 2026." • Section 13—Disbursement Schedule: The schedule for the final $6,000,000.00 milestone payment shall be replaced with "Upon Passing of and offering Communication Services to no less than 3,370 additional locations no later than December 31, 2025, and commitment to Pass additional locations no later than December 31, 2026." • Section 15—Project Closeout,Subsection a. Final Expenditures: Section 15(a) is replaced in its entirety with: "All Project costs must be incurred by December 31, 2025, and all Work must be completed no later than December 31, 2026, unless extended by Authorities. Provider shall deliver reimbursement requests and any invoices, receipts, hours, payroll information and any other supporting documentation for any work completed or to be completed, to the maximum extent feasible, by December 1, 2026.The County shall have no obligation to prioritize or expedite the processing of payment requests beyond its normal operational procedures. If the Provider fails to comply with the deadlines, documentation requirements, or any provisions of 51 this Amendment,the County reserves the right to withhold or recoup ARPA funds and shall have no obligation to disburse funds after the December 31, 2026, deadline. The Provider acknowledges that any delay in submitting required documentation may result in nonpayment, and the County shall not be liable for any financial losses incurred by the Provider due to noncompliance." 2.Whistleblower Protections The parties agree hereby to add the following section after Section 25: "Section 26—Legal and Regulatory Compliance: • The Provider agrees to comply with whistleblower protections under 41 U.S.C.4712, which prohibits retaliation against employees who report fraud, waste, or abuse of federal funds.The Provider shall inform all employees involved in the project of their rights under this statute and ensure that no retaliatory actions are taken against whistleblowers. • The Provider shall provide a copy of its whistleblower policy to the County within 30 days of the execution of this Amendment, confirming compliance with these requirements." 3.Audit and Compliance Section 19(c) of the Agreement is hereby expanded as follows: • The Provider acknowledges that all ARPA funds are subject to audit and monitoring under 2 C.F.R. Part 200.The Provider shall maintain accurate financial records and provide full cooperation during any audits conducted by the County, the U.S. Department of the Treasury, or other federal and state authorities. • If any ARPA funds are found to have been expended in violation of ARPA or federal guidelines, the Provider shall immediately repay such funds to the County upon request.The County reserves the right to withhold future payments or recoup funds in cases of noncompliance. 3. Replacement of Attachment C—Construction Plan and Timeline Attachment C("Construction Plan and Timeline") shall be replaced in its entirety and in all instances by the new Attachment C2 ("Revised Construction Plan and Timeline"). 4. Remainder of Agreement Unchanged Except as expressly modified by this Amendment, all other terms and conditions of the Network Development Agreement remain unchanged and in full effect. 52 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. Orange County: By: Travis Myren, County Manager Date: North State Communications Advanced Services, LLC: By: Brian Stading, CEO Date: 53 Orange County FTTP Project Schedule (6370 HHs) im Ork- ... Jan Director Network Project Planning Planning Director OSP Site Surveys Engineering Director OSP Easement Research Engineering Director IP Design Engineering Engineering Director OSP Permit Acquisition Engineering Director OSP OSP Fiber Build Construction Director OSP Site Preparation Engineering Director IP Equip Installation Engineering Director OSP Fiber Terminal Installs&Splicing Construction Director OSP Commercial Power Activation Engineering Director IP Equip Turn-up Engineering Directors IP&OSP Phase 1 Market Launch(1, Engineering Directors(IP&OSP) Phase 2 Market Launch(+1,000 Homes) Engineering Directors(IP&OSP) Phase 3 Market Launch(+1,000 Homes) Engineering Directors(IP&OSP) Phase 4 Market Launch(+1,000 Homes) Engineering Directors lip&OSP Phase 5 Market Launch(+1,000 Homes) Engineering Directors lip&OSP Phase 6 Market Launch(+1,370 Homes) Engineering —Project Schedule based on Contract executed as of April 26,2022