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MARKETING AGREEMENT This MARKETING AGREEMENT ("Agreement") is entered into as of C6 (,-` , 20("Effective Date"), by and between the City oFArden Hills, Minnesota ("City"), and Utility Service Partners Private Label, Inc. d/b/a Service Line Warranties of America Company"), herein collectively referred to singularly as "Party" and collectively as the Parties". RECITALS: WHEREAS, sewer and water line laterals between the mainlines and the connection on residential private property are owned by individual residential property owners residing in the City ("Residential Property Owner").- and WHEREAS, City desires to offer Residential Property Owners the opportunity, but not the obligation, to purchase a service line warranty and other similar products set forth in Exhibit A or as otherwise agreed in writing from time -to -time by the Parties (each, a "Product" and collectively, the "Products"); and WHEREAS, Company, a subsidiary of HomeServe USA Corp., is the administrator of the National League of Cities Service Line Warranty Program and has agreed to make the Products available to Residential Property Owners subject to the terms and conditions contained herein, and NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows: 1. Purpose. City hereby grants to Company the right to offer and market the Products to Residential Property Owners subject to the terms and conditions herein. 2. Grant of License. City hereby grants to Company a non-exclusive license ("License") to use City's name and logo on letterhead, bills and marketing materials to be sent to Residential Property Owners from time to time, and to be used in advertising (including on the Company's website), all at Company's sole cost and expense and subject to City's prior review and approval, which will not be unreasonably conditioned, delayed, or withheld. In the event that City extends a similar license to a direct competitor of Company during the Term and any Renewal Term of this Agreement. Company may immediately terminate this Agreement. 3. Term. The term of this Agreement ("Term") shall be for three (3) years from the Effective Date. The Agreement will automatically renew for additional one (1) year terms ("Renewal Term") unless one of the Parties gives the other written notice at least ninety (90) days prior to