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34 <br /> NORTH CAROLINA <br /> ORANGE COUNTY ADDENDUM <br /> ORANGE COUNTY <br /> THIS CONTRACT ADDENDUM ("Addendum") is made and entered into this 4th day of December, 2024 by and <br /> between ORANGE COUNTY (hereinafter referred to as "County") and WSP, USA (hereinafter referred to as <br /> "Provider"). <br /> WITNESSETH: <br /> THAT WHEREAS, the County and Provider entered into a contract dated January 2, 2024, (hereinafter the <br /> "Agreement"), for the provision of services for the specific tasks necessary for prepare a Rebuilding <br /> American Infrastructure with Sustainability and Equity (RAISE) grant application. Payment will be through the current <br /> Department operating funds.Please refer to the attached scope of work for further details.; and <br /> WHEREAS, the County and Provider desire to modify the Agreement through this Addendum while keeping in effect all <br /> terms and conditions of the Agreement not inconsistent with the terms and conditions set forth below. <br /> NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree as <br /> follows: <br /> 1. Independent Contractor and Third Party Beneficiaries: The Provider shall operate as an independent <br /> contractor, and the County shall not be responsible for any of the Provider's acts or omissions. <br /> The Provider shall not be treated as an employee with respect to the Services performed <br /> hereunder for federal or state tax, unemployment or workers' compensation purposes. The <br /> Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld <br /> or paid by the County on behalf of the Provider or the employees of the Provider. There are no <br /> third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is <br /> intended to confer on any person other than the parties hereto (and their respective successors, <br /> heirs and permitted assigns), any rights,remedies, or obligations. <br /> 2. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, <br /> Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may <br /> be required by County's Risk Manager as such insurance requirements are described in the <br /> Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage <br /> Requirements (each document is incorporated herein by reference and may be viewed at <br /> http://www.oran,�zecouni nc. og v/departments/purchasing=division/contracts.php). If County's <br /> Risk Manager determines additional insurance coverage is required such additional insurance <br /> shall be designated here See COI (if no additional insurance required mark N/A as being not <br /> applicable). Provider shall not commence work until such insurance is in effect and certification <br /> thereof has been received by the County's Risk Manager. <br /> 3. Indemnity: The Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange <br /> County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including <br /> reasonable attorney's fees)arising from bodily injury,including death,to any person or persons or <br /> damage to or destruction of any property caused in whole or in part by any negligent or <br /> intentional act or omission on the part of the Provider in carrying out Provider's duties and <br /> obligations related directly or indirectly to the Services to be provided in the Agreement. It is the <br /> intent of this provision to require the Provider to indemnify the County to the fullest extent <br /> permitted under North Carolina law. <br /> 4. Entire Agreement and Signatures:atueS: The parties have read this Addendum to the Agreement and agree to be <br /> bound by all of its terms unless and until modified in writing and signed by the parties. <br /> Revised 01/24 <br />