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4. Compensation. The Town shall compensate the County in quarterly <br /> installments of Fourteen Thousand Five Hundred and Fifty-five Dollars <br /> and 501100 ($14,555.50) for a total annual payment not to exceed Fifty- <br /> Eight Thousand Two Hundred and Twenty-Two Dollars ($58,222) for the <br /> services provided in this Agreement. <br /> The Town shall also compensate the County on a quarterly basis an <br /> Administrative Fee of ten percent (10%) of the total revenues received by <br /> the Town and processed by the County for pet licensing fees (or pet tax <br /> fees) during the quarter. <br /> e. The County shall invoice the Town for Animal Control and Protective Services <br /> and Emergency After Hour Calls Services quarterly beginning September 30, <br /> 2013, or shortly thereafter and each successive quarter thereafter; <br /> f. The County shall deduct the 10% administrative fee for licensing from the <br /> remittances it makes to the Town on a quarterly basis. <br /> g. The Town shall pay the County within thirty (30) days after receipt of an <br /> accurate invoice approved by the Town. <br /> h. Failure to pay upon receiving notice that payment has not been made in <br /> accordance with 3(e) will result in the suspension of services until payment is <br /> made.. <br /> 5. Termination. Either party may terminate this Agreement for any reason by providing the <br /> other party sixty(60) days written notice of intention to terminate the Agreement. <br /> 6. Indemnity. Unless otherwise limited by applicable law, the County agrees to indemnify and <br /> hold harmless the Town, its officers, agents and employees from all loss, liability, claims or <br /> expense (including reasonable attorneys' fees) arising from bodily injury, including death or <br /> property damage to any person or persons caused in whole or in part by the negligence or <br /> willful misconduct of the County except to the extent same are caused by the negligence or <br /> misconduct of the Town. <br /> 7. Entire Agreement. The parties agree to be bound by the terms of this Agreement, and <br /> further agree that it constitutes the complete and exclusive statement of the Agreement <br /> between the parties and any modifications to this Agreement shall be in writing and signed <br /> by both the parties. <br /> 8. Governing Law. The parties agree that this Agreement shall be governed by the laws of the <br /> State of North Carolina. In the event of any dispute between the parties, venue is properly <br /> laid in Orange County, North Carolina for any state court action and in the Middle District <br /> of North Carolina for any federal court action. <br /> 9. Severability. The parties intend and agree that if any provision of this contract or any portion <br /> thereof shall be held to be void or otherwise unenforceable, all other portions of this <br /> Contract shall remain in full force and effect. <br /> 4 <br />