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30 <br />2. TERM <br />2.1 The term of this Agreement shall be fiom May 22, 2012 through May 22, 2013. <br />This term shall annually renew unless either party terminates the agreement <br />according to 2.2. <br />2.2 Either party may terminate this Agreement for any reason upon 30 days written <br />notice to the other party. <br />3. COMPENSATION <br />3.1 St. Anthony Village shall pay to New Brighton $52 per hour, plus expenses, for <br />services provided by New Brighton. New Brighton will track the hours of service <br />provided to St. Anthony Village and bill on a quarterly basis. Hourly costs will <br />adjust annually with New Brighton's compensation system. St. Anthony Village <br />shall provide for office space, equipment and cover any incidental costs <br />associated rendering the services in this agreement. <br />3.2 New Brighton may, subject to prior authorization by the St. Anthony Village City <br />Manager, consult with its city attorney relating to legal issues that may arise out <br />of the services provided under this Agreement. St. Anthony Village will <br />reimburse New Brighton for such out-of-pocket legal fees. <br />4. GENERAL TERMS AND CONDITIONS <br />4.1 Employee status. St. Anthony Village shall not assume any liability for the <br />direct payment of any salary, wage, workers compensations, income tax <br />withholding, or any other type of compensation to any New Brighton employee <br />who performs services pursuant to this Agreement. Any employee assigned by <br />New Brighton to perform services hereunder shall remain the exclusive employee <br />of New Brighton for all purposes. <br />4.2 Cooperation. St. Anthony Village, its officers, agents, and employees shall <br />cooperate with and assist New Brighton in the orderly performance of services to <br />be provided for herein. <br />4.2 Entire agreement. This Agreement represents the entire Agreement between St. <br />Anthony Village and New Brighton and supersedes and cancels any and all prior <br />agreements or proposals, written or oral, between the parties relating to the <br />subject matter hereof, any amendments, addenda, alterations, or modifications to <br />the terms and conditions of this Agreement shall be in writing and signed by both <br />parties. <br />4.3 Compliance with law. Both parties agree to comply with all applicable state, <br />federal and local laws, rules and regulations. <br />4.4 Indemnification. St. Anthony Village agrees to defend, indemnify and hold <br />400589v1 MDT NG13G-242 2 <br />