OTHER-2025-085-Approval of a Two-Year Contract with Granicus, LLC for the Visitors Bureau Website

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Docusign Envelope ID : A7FBE415-E249-472F-8188-8BBE96FOFF01 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 consist of N/A (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, 8 . Indemnity a . Indemnity . Provider will defend County from and against all losses , liabilities , damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement ("Claims ") and shall pay all losses , damages, liabilities , settlements , judgments, awards , interest, civil penalties , and reasonable expenses (collectively, "Losses , " and including reasonable attorneys ' fees and court costs) , to the extent arising out of any Claims that Provider products and services infringe a valid U . S . copyright or U . S . patent issued as of the date of this Agreement . In the event of such a Claim, if Provider determines that this Agreement is likely affected, or if the solution is determined in a final , nonappealable judgment by a court of competent jurisdiction, to infringe a valid U . S . copyright or U . S . patent, Provider will , in its discretion : (i) replace the affected Provider products and services ; (ii) modify the affected Provider products and services to render it non-infringing; or (iii) terminate this Agreement with respect to the affected solution and refund to County any prepaid fees for the then-remaining or unexpired portion of the Agreement terns . Notwithstanding the foregoing, Provider will have no obligation to indemnify, defend , or hold County harmless from any Claim to the extent it is based upon : I (i) a modification to any solution by County (or by anyone under County ' s direction or j control or using logins or passwords assigned to County) ; (ii) a modification made by Provider pursuant to County ' s required instructions or specifications or in reliance on materials or information provided by County ; or (iii ) County ' s use (or use by anyone under County ' s direction or control or using logins or passwords assigned to County) of any Provider products and services other than in accordance with this Agreement . This Section sets forth County ' s sole and exclusive remedy, and Provider ' s entire liability, for any Claim that the Provider products and services or any other materials provided by Provider violate or infringe upon the rights of any third party . b . With regard to any Claim subject to indemnification pursuant to this Section : (i) the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (ii ) the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof, and (iii) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim . Nevertheless , the indemnified Party may reasonably participate in such defense , at its expense , with counsel of its choice , but shall not settle any such Claim without the indemnifying Party ' s prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party 9. Amendments to the Agreement a . Changes in Basic Services . Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider . The Provider Revised 01 / 24 Granicus 2025 4