OTHER-2024-102-Approval of Addendums to Orange County Transportation Services-OCTS-On-call Professional Services Contract with WSP

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alglaq Attachment 3 NORTH CAROLINA ORANGE COUNTY ADDENDUM ORANGE COUNTY THIS CONTRACT ADDENDUM ("Addendum") is made and entered into this 4th day of December, 2024 by and between ORANGE COUNTY (hereinafter referred to as " County") and WSP , USA (hereinafter referred to as "Provider") , i i WITNESSETH : THAT WHEREAS , the County and Provider entered into a contract dated January 2 , 2024, (hereinafter the "Agreement") , for the provision of services for Specific tasks paid with current Department operating funds for Survey portion of the Transit Access Sidewalk along Orange Grove Road . See attached scope of work and schedule ; and WHEREAS , the County and Provider desire to modify the Agreement through this Addendum while keeping in effect all terms and conditions of the Agreement not inconsistent with the terms and conditions set forth below . NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree as follows : 1 . Independent Contractor and Third Party Beneficiaries : The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider ' s acts or omissions . The Provider shall not be treated as an employee with respect to the Services performed 1 hereunder for federal or state tax, unemployment or workers ' compensation purposes . The Provider understands that neither federal, nor state , nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider . There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors , heirs and permitted assigns) , any rights , remedies , or obligations . 2 . Insurance : Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers ' Compensation Insurance, and any additional insurance as may i 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 : // vw . oran eg countnc . og v/departments/purchasing division/contracts . php) . If County ' s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here See COI (if no additional insurance required mark N/A as being not applicable) . Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County' s Risk Manager . 3 . Indemnity : The Provider agrees , without limitation, to defend, indemnify, and hold harmless Orange County from all losses , liabilities , claims , demands , suits , costs , damages or expenses (including reasonable attorney' s fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider ' s duties and obligations related directly or indirectly to the Services to be provided in the 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 . 4 . Entire Agreement and Signatures * The parties have read this Addendum to the Agreement and agree to be bound by all of its terms unless and until modified in writing and signed by the parties . Modifications may be evidenced by telefacsimile signature . The Agreement together with any Revised 01 /24