Orange County NC Website
NORTH CAROLINA Attachment 2 <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 Sustainabili and Equity RAISE rant application . Payment will be through the current <br /> ty q ty (RAISE) g pp y g <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 j <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 ` 4 <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 . orangecountync . 9 ov/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 . Indemni : 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 : 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 />