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Rev 06/25 <br />an animal-related emergency, the County personnel shall cooperate with <br />Town personnel in matters involving safety of persons and/or <br />enforcement of the Town's and Uniform Animal Control Ordinance. <br />vii. Subject to further guidelines as determined between the parties and <br />provided in “Guidelines for Emergency After Hours Calls” which are <br />attached hereto as Exhibit A and incorporated herein by reference. <br />3. Term. The Term of this Agreement shall be for the period beginning July 1, 2025, and <br />ending June 30, 2026. <br />4. Compensation. The Town shall compensate the County in quarterly installments of <br />Forty-Two Thousand, Nine Hundred and Sixty-Seven Dollars ($42,967.00) for a total <br />annual payment not to exceed One Hundred and Seventy-One Thousand, Eight Hundred <br />and Sixty-Eight Dollars ($171,868.00), for the services provided in this Agreement. <br />a. The County shall invoice the Town for Animal Control and Protective Services and <br />Emergency After Hour Calls Services and the Administrative Fee quarterly <br />beginning September 30, 2025, or shortly thereafter and each successive quarter <br />thereafter; <br /> <br />b. The Town shall pay the County within thirty (30) days after receipt of an accurate <br />invoice approved by the Town. <br /> <br />5. Termination. Either party may terminate this Agreement for any reason by providing the other <br />party sixty (60) days written notice of intention to terminate the Agreement. <br /> <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 proximately caused in whole or in part by the <br />negligence or willful misconduct of the County except to the extent same are caused by the <br />negligence or misconduct of the Town. <br /> <br />7. Entire Agreement. The parties agree to be bound by the terms of this Agreement, and further <br />agree that it constitutes the complete and exclusive statement of the Agreement between the <br />parties and any modifications to this Agreement shall be in writing and signed by both the <br />parties. <br /> <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 laid <br />in Orange County, North Carolina for any state court action and in the Middle District of North <br />Carolina for any federal court action. By executing this Agreement, the parties certify that the <br />parties have not been identified and have not utilized the services of any agent or subcontractor <br />identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing <br />this Agreement, the parties certify that the parties have not been identified and have not <br />utilized the services of any agent or subcontractor identified, on the list created by the State <br />Treasurer pursuant to G.S. 147-86.81. By executing this Agreement, the parties affirm that <br />the parties are and shall remain in compliance with Article 2 of Chapter 64 of the North <br />Carolina General Statutes. <br /> <br />12