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provide these services contemplated by this Agreement shall be borne by ROSEVILLE. <br />Reimbursement for these costs shall be- included in the reimbursement formula under the <br />payment section for engineering services. <br />2. PAYMENT. ARDEN HILLS will compensate ROSEVILLE for services <br />rendered in the amount of L9 tines the base salary of all staff, including the assigned <br />Employee, providing services to ARDEN HILLS. ARDEN HILLS agrees to a minimum <br />annual billing of 1670 hours of engineering staff time. ARDEN HILLS shall make <br />monthly payments, upon presentation by ROSEVILLE of a monthly billing equal to costs <br />incurred for that month. The last monthly bill in a years' cycle shall, if necessary, <br />include an amount required to meet the minimum annual billing set forth above. <br />3, INDEMNIFICATION. ROSEVILLE agrees to assume sole liability for <br />any negligent or intentional acts of the assigned Employee(s) while performing the <br />assigned duties within the jurisdiction of either City. Each City agrees to indemnify, <br />defend, and hold harmless the other from any claims, causes of action, damages, loss, <br />cost or expenses including reasonable attorney's fees resulting from or related to the <br />actions of each City, its officers, agents or employees in the execution of the duties <br />outlined in this Agreement, except as qualified by the previous sentence. <br />4_ TERMINATION, SEPARABILITY. <br />A. This Agreement may be terminated by either party upon three-hundred- <br />sixty-five (365) days' written notice provided to the respective City. Manager of <br />ROSEVILLE or Clerk /Administrator of ARDEN HILLS. <br />81872 <br />4 <br />