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.
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<br />4. Consideration.
<br /> As consideration for such license, SLWA will pay to City a License Fee
<br />of Fifty-Cents ($.50) for each month a Warranty shall be in force (and for which payment is
<br />received by SLWA) for a Residential Property Owner ("License Fee") during the term of this
<br />Agreement. The first payment shall be due by January 30th of the year following the conclusion
<br />of first year of the Term. Succeeding License Fee payments shall be made on an annual basis
<br />throughout the Term and any Renewal Term, due and payable on January 30th of the
<br />succeeding year. Each License Fee payment herein shall be paid within thirty (30) days after it
<br />becomes due. SLWA shall include with each License Fee payment to City a statement signed by
<br />an SLWA corporate officer certifying the calculation of the License Fee. City will have the
<br />right, at its sole expense, to conduct an audit, upon reasonable notice and during normal
<br />business hours, of SLWA's books and records pertaining to any fees due under this Agreement
<br />while this Agreement is in effect and for one (1) year after any termination of this Agreement.
<br />
<br />5. Indemnification.
<br /> SLWA hereby agrees to protect, indemnify, and hold the City, its
<br />elected officials, officers, employees and agents (collectively or individually, "Indemnitee")
<br />harmless from and against any and all claims, damages, losses, expenses, suits, actions, decrees,
<br />judgments, awards, attorneys' fees and court costs (individually or collectively, "Claim"), which
<br />an Indemnitee may suffer or which may be sought against or are recovered or obtainable from
<br />an Indemnitee, as a result of, or by reason of, or arising out of or in consequence of any act or
<br />omission, negligent or otherwise, of the SLWA or its officers, employees, contractors,
<br />subcontractors, agents or anyone who is directly or indirectly employed by, or is acting in
<br />concert with, the SLWA or its officers, its employees, contractors, subcontractors, or agents in
<br />the performance of this Agreement; provided that the applicable Indemnitee notifies SLWA of
<br />any such Claim within a time that does not prejudice the ability of SLWA to defend against
<br />such Claim. Any Indemnitee hereunder may participate in its, his, or her own defense, but will
<br />be responsible for all costs incurred, including reasonable attorneys' fees, in connection with
<br />such participation in such defense.
<br />
<br />6. Notice.
<br /> Any notice required to be given hereunder shall be deemed to have been given
<br />when notice is (i) received by the Party to whom it is directed by personal service, (ii)
<br />telephonically faxed to the telephone number below provided confirmation of transmission is
<br />received thereof, or (iii) deposited as registered or certified mail, return receipt requested, with
<br />the United States Postal Service, addressed as follows:
<br />
<br />To:
<br /> City:
<br /> ATTN: Marc Culver
<br /> City of Roseville
<br /> 2660 Civic Center Drive
<br /> Roseville, MN 55113-1899
<br /> Phone: (651) 792-7041
<br />
<br />To:
<br /> SLWA:
<br /> ATTN: Vice President, Business Development
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