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2. TERM <br /> 2.1 The term of this Agreement shall be from 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 NE136-242 2 <br />