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 Notwithstanding the foregoing, either Party may assign this Agreement with reasonable notice to the other party to an affiliate or to a successor in interest resulting from acquisition of all , or substantially all , of the assigning party ' s business by means of merger, stock or asset purchase , or otherwise . 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 . b . Governing Law . This Agreement and the duties , responsibilities , obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina . By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes . By executing this 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 this 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 . c . Non -Discrimination . Provider shall at all times remain in compliance with all applicable E local , state , and federal laws, rules , and regulations including but not limited to all state and federal non -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 . oran eg counter ov/departments/purchasing division/contracts .php . ) Any violation of the Orange County Non -Discrimination Policy is a breach of this Agreement and County may immediately terminate this 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 . E d . Dispute Resolution . Any and all suits or actions to enforce , interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement I shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina . It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions . Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action . a e . Entire Agreement , This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations , representations or agreements , either written or oral . This Agreement may be amended only by written instrument signed by both parties . Modifications may be evidenced by facsimile signatures . f. Severability . If any provision of this Agreement is held as a matter of law to be unenforceable , the remainder of this Agreement shall be valid and binding upon the Parties . 1 i Revised 01 / 24 Granicus 2025 6 4 I i