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. <br />1 <br />MARKETING AGREEMENT <br /> <br /> This MARKETING AGREEMENT ("Agreement") is entered into as of [___________, <br />20__] ("Effective Date"), by and between the City of Arden Hills, Minnesota ("City"), and <br />Utility Service Partners Private Label, Inc. d/b/a Service Line Warranties of America <br />(“Company”), herein collectively referred to singularly as "Party" and collectively as the <br />"Parties". <br /> <br />RECITALS: <br /> <br /> WHEREAS, sewer and water line laterals between the mainlines and the connection on <br />residential private property are owned by individual residential property owners residing in the <br />City ("Residential Property Owner"); and <br /> <br /> WHEREAS, City desires to offer Residential Property Owners the opportunity, but not <br />the obligation, to purchase a service line warranty and other similar products set forth in Exhibit <br />A or as otherwise agreed in writing from time-to-time by the Parties (each, a “Product” and <br />collectively, the "Products"); and <br /> <br /> WHEREAS, Company, a subsidiary of HomeServe USA Corp., is the administrator of <br />the National League of Cities Service Line Warranty Program and has agreed to make the <br />Products available to Residential Property Owners subject to the terms and conditions contained <br />herein; and <br /> <br /> NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and <br />valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with <br />the intent to be legally bound hereby, the Parties agree as follows: <br /> <br />1. Purpose. City hereby grants to Company the right to offer and market the Products to <br />Residential Property Owners subject to the terms and conditions herein. <br /> <br />2. Grant of License. City hereby grants to Company a non-exclusive license ("License") to use <br />City's name and logo on letterhead, bills and marketing materials to be sent to Residential <br />Property Owners from time to time, and to be used in advertising (including on the Company’s <br />website), all at Company's sole cost and expense and subject to City's prior review and approval, <br />which will not be unreasonably conditioned, delayed, or withheld. City agrees that it will not <br />extend a similar license to any competitor of Company during the Term and any Renewal Term <br />of this Agreement. <br /> <br />3. Term. The term of this Agreement ("Term") shall be for three (3) years from the Effective <br />Date. The Agreement will automatically renew for additional one (1) year terms ("Renewal <br />Term") unless one of the Parties gives the other written notice at least ninety (90) days prior to <br />end of the Term or of a Renewal Term that the Party does not intend to renew this Agreement.