2026-115-E-OCTS Dept-Ecolane USA-Transit Scheduling Software Extension

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Revised 01/24 NORTH CAROLINA ORANGE COUNTY ADDENDUM ORANGE COUNTY THIS CONTRACT ADDENDUM (“Addendum”) is made and entered into this 01 day of January, 2026 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Ecolane USA, Inc. (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated 14 August 2019, (hereinafter the “Agreement”), for the provision of services for Dispatch Software ; 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 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 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.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (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. Special Terms: The Provider agrees to provide services on a month-to-month renewal for January 1, 2026 through December 31, 2026, term. Orange County must give Provider thirty (30) days’ notice to cancel the contract. If the contract is not cancelled by 12/31/2026, new terms will need to be established. Provider shall inform Client fourteen (14) days prior to end of contract term to allow the option to renew or terminate the contract. Should Orange County choose to terminate the Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7