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

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Revised 01/24 contract prior to the beginning of any month of the month-to-month renewal it shall do so without further obligation to pay any additional monthly Maintenance and Recurring Fees. Orange County shall not incur any additional costs, fees, penalties, nor damages related to early termination or cancellation of services. 5.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 amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 6.Governing Law and Priority: Both parties agree the Agreement is governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of the Agreement and County may immediately terminate the Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing the Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. By executing the Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing the Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In addition to this Addendum, should any documents, exhibits, or other addenda be attached to the Agreement, the terms of this Addendum shall have priority in any conflict with or among the terms of the Agreement and such referenced documents, exhibits, or other addenda. 7.Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation in Orange County, North Carolina or within twenty-five (25) miles thereof. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of the Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys’ fees. 8.Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of the Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under the Agreement, then the Agreement shall automatically expire without penalty or further obligation to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. IN TESTIMONY WHEREOF, this Addendum has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY ______________________________ Travis Myren County Manager PROVIDER _________________________________ Logan Young Director Client Success Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Adam Fox CEO 3/6/20263/6/2026