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AGENCY SERVICE FEE AGREEMENT City of Little Canada, "Client ", agrees to engage the services of American Agency, Inc. "Agency" to advise Client and provide Comprehensive Insurance services subject to the following terms and conditions: I. Agency Services. Agency shall consult with Client in the development, implementation, and administration of the League of Minnesota Cities Insurance program for the year 2008. Client will retain its discretion to accept, reject, or modify Agency's recommendations. In connection with proposed program, Agency services provided hereunder are: LIST OF AGENCY SERVICES ADDENDUM 2. Effective Date and Term. The Tenn of this Agreement shall be annual and commence on January I, 2008 and ending on December 31, 2008. 3. Compensation. In exchange for Agency services identified in Paragraph 1, Client agrees to pay Agency a fee of $ 4,920.00. Commissions are not received by Agency for Insurance procured through the League of Minnesota Insurance Program. Fee is to be billed on an annual basis and unless other agreements are made, service fee is due in full as billed. 4. Confidentiality. Agency covenants not to disclose any confidential information or trade secret of Client arising or otherwise disclosed to agency in connection with service provided hereunder. Agency services shall conform to industry standards of practice. 5. General Conditions. 5.1 In providing the services listed in Paragraph I, Agency will use reasonable care, in accordance with presently recognized industry standards. 5,2 Agency is an independent contractor and is not an employee or Agent of Client. 5.3 Client shall cooperate and assist Agency in a way that will allow Agency to perform duties effectively. 5.4 This Agreement is intended for the sole benefit of Client. No other person or entity shall have any rights. 5.5 The provisions of this Agreement are binding upon Client and Agency and their respective successors by sales, merger, or consolidation and their permitted assigns. 5.6 Other than successors -in- interest, Client and Agency may only assign rights and interests under this Agreement with prior written consent. Consent shall not be withheld unreasonably. 5.7 This Agreement supersedes any and all prior agreements. This Agreement contains the entire agreement of the parties. No amendment or modification of this Agreement will be effective unless made in writing and signed by each party hereto.