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consistent with any such taxes imposed upon other telecommunications systems <br />located in Cabarrus County. <br /> <br />3. Agreement for Escrow. <br /> <br />(a) <br /> <br />The escrow agent shall be Fletcher L. Hartsell, Jr. [Level 3 acknowledges notice <br />that Fletcher L. Hartsell, Jr. is also the attorney for Cabarrus County.] <br /> <br />(b) <br /> <br />The amount paid by Level 3 into escrow pursuant to paragraph l(b) above shall <br />be released to the County upon satisfaction of the following conditions: <br /> <br />(A) <br /> <br />Completion by Level 3 of the construction of its telecommunications <br />system through Cabarms County, or on December 31, 2000, whichever <br />date is earlier; and <br /> <br />(B) <br /> <br />Receipt by Level 3 of an opinion of counsel to Cabarms County that there <br />are no zoning, soil and sediment control, or other County-imposed <br />impediments to Level 3's construction and use of its telecommunications <br />system in a manner consistent with Level 3's rights-of-way and easements <br />for its telecommunications §ystem. [Level 3 agrees that the opinion from <br />counsel to Cabarms County'may be rendered by Fletcher L. Hartsell, Jr.] <br /> <br />In the event of breach by the County of its covenants to allow Level 3 to · <br />commence and continue uninterrupted reasonable construction of its <br />telecommunications system, or to receive before completion of construction the <br />opinion of counsel for Cabarrus County as herein provided, the $250,000 amount <br />paid by Level 3 into escrow, pursuant to paragraph l(b) shall be refunded in full <br />to Level 3. Time is of the essence to Level 3 in beginning and proceeding with <br />construction, and any delay directly attributable to any unreasonable action or <br />inaction of the County which delays initiation of construction after July 10, 2000, <br />or causes construction to be stopped or delayed after construction has begun, will <br />be deemed a breach by the County of its covenants hereunder. Notwithstanding <br />the foregoing, any breach by Level 3 of its obligations hereunder (failure to <br />comply with the covenants contained in paragraph l(a) or other covenants) shall <br />be grounds for the County to interrupt construction until any such breach by Level <br />3 has been cured. Following such cure Level 3 may immediately re-commence <br />with the construction of its telecommunications system. <br /> <br />(c) <br /> <br />The amount paid by Level 3 into escrow pursuant to paragraph l(c) above shaI1 be <br />used to reimburse WSACC for direct, indirect and overhead engineering and <br />inspection costs related to Level 3's activities. £evel 3 will be provided an <br />accounting of any amount claimed by WSACC for reimbursement. If such <br />engineering and inspection costs are less than $10,000, any balance will be <br />refunded forthwith to Level 3. The amount paid by Level 3 into escrow pursuant <br />to paragraph l(c) shall be used to reimburse WSACC as provided herein, <br />regardless of ~ hether payment is made to the County pursuant to paragraphs 1 (b) <br />and 3(b) of this Agreement. Payment shall be made to WSACC upon <br />completion of construction, or on December 3 I, 2000, whichever shall first occur. <br /> <br />WINSTON #91 [5711 v 2 <br /> <br /> <br />