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Page 4 of 5 <br />III. CONSULTING SERVICES <br />A. For consulting services provided by CTSI under this Agreement, COUNTY will pay to CTSI One <br />Hundred Dollars and No Cents ($100.00) per hour. Consulting fees will be invoiced at the end of <br />each month. All consulting fees must be pre-authorized by the Tax Administrator or his/her <br />authorized agent prior to services being rendered. <br />B. Consulting services include any services requested by COUNTY that are not, as AGREED <br />BETWEEN COUNTY AND CTSI, part of the original scope of this agreement. This can include <br />services on audits which have been finalized, but where additional information that was not <br />covered in the original audit is requested by COUNTY. <br />C. CTSI will maintain an hourly time sheet on any consulting services performed for COUNTY to be <br />billed to COUNTY on a monthly basis if this service is required. <br /> <br />IV. PROPRIETARY RIGHTS <br />COUNTY agrees that the proprietary rights to the computer database and spreadsheet systems that CTSI <br />has developed for auditing Business Personal Property Tax Listings will remain the property of CTSI. <br /> <br />V. GENERAL <br />A. This Agreement will be governed by the laws of the State of North Carolina. <br />B. This Agreement is not assignable, by either party, by operation of law or otherwise. <br />C. Should any provision, portion or application thereof of this Agreement be determined by a court <br />of competent jurisdiction to be illegal, unenforceable or in conflict with any applicable law or <br />constitutional provision, the Parties shall negotiate an equitable adjustment in the affected <br />provisions of this Agreement with a view toward effecting the purpose of this Agreement, and <br />the validity and enforceability of the remaining provisions, portions or applications thereof, shall <br />not be impaired. <br />D. The subject headings of the paragraphs are included for purposes of convenience only and shall <br />not affect the construction or interpretation of any of its provisions. This Agreement shall be <br />deemed to have been drafted by both parties, and no purposes of interpretation shall be made to <br />the contrary. <br />E. This Agreement including any attachments, will constitute the entire understanding between <br />COUNTY and CTSI and will supersede all prior understandings and agreements relating to the <br />subject matter hereof. Any modification, revision or amendment to this Agreement must be in <br />writing and executed by both parties. This Agreement may not be orally modified. <br />F. COUNTY acknowledges that it has read this Agreement, understands it, and agrees to be bound <br />by its terms and conditions. <br /> <br />VI. NOTICES <br />Notices to be given or submitted by either party to the other, pursuant to this Agreement, will be <br />sufficiently given or made in writing and sent by certified mail, postage prepaid to: <br />CTSI: County Tax Services, Inc. COUNTY: Orange County <br /> 3733 National Drive, Ste 125 Attention: Tax Administration <br /> Raleigh, NC 27612 P.O. Box 8181 <br /> Hillsborough, NC 27278 <br /> <br /> <br />[SIGNATURE PAGE TO FOLLOW] <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: 2948B9F7-FD1F-41CB-B84C-0D40A0FB8E54