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Rev 06/25 <br /> <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 <br />installments of Forty-One Thousand Five Hundred and Forty Nine dollars <br />and Fifty cents ($41,549.50) for a total annual payment not to exceed One <br />Hundred Thousand Sixty Six and One Hundred Ninety Eight dollars <br />($166,198.00) for the services provided in this Agreement. <br />e.The County shall invoice the Town for Animal Control and Protective Services and <br />Emergency After Hour Calls Services quarterly beginning September 30, 2025, or <br />shortly thereafter and each successive quarter thereafter; <br />f.The Town shall pay the County within thirty (30) days after receipt of an accurate <br />invoice approved by the Town. <br />g.Failure to pay upon receiving notice that payment has not been made in accordance <br />with 3(e) will result in the suspension of services until payment is made. <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 />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 />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 />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 affirm that the <br />parties and any subcontractors of the parties are and shall remain in compliance with Article <br />2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, the <br />parties certify that the parties have not been identified, and have not utilized the services of <br />any agent or subcontractor identified, on the list created by the State Treasurer pursuant to <br />G.S. 147-86.58. By executing this Agreement, the parties certify that the parties have not been <br />identified, and have not utilized the services of any agent or subcontractor identified, on the <br />list created by the State Treasurer pursuant to G.S. 147-86.81. <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 Contract <br />shall remain in full force and effect. <br />5