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D. The City Manager, or his designee, of St. Anthony shall communicate scheduling of work to be performed by the assigned Employee(s). 2, PAYMENT. St. Anthony will compensate Roseville for services rendered in the annual amount of Twenty Thousand and �o/l pD Dollars ($20,000.00) for services rendered. St. Anthony shall malce monthly payments, upon presentation by Roseville of a monthly billing equal to one-twelfth (1/12t�'} of the annual amount herein stated. This amount does not include direct service costs associated with the IP telephony system which includes local carrier charges, third party maintenance contracts including Cisco SmartN�t, and software licensing. These charges are billed monthly from this agreement under the provisions listed in the Telephony Services Cost Recovery Agreement. 3. INDEMNIFICATION. Roseville agrees to assume sole liability for any negligent or intentional acts of the assigned Employee(s} while performing the assigned duties within the jurisdiction of either city. Each city agrees to indemnify, defend, and hold harmless the other from any claims, causes of action, damages, loss, cost or expenses including reasonable attorney's fees resulting from or related to the actions of each city, its officers, agents or employees in the execution of the duties outlined in this Agreement, except as qualified by the previous sentence. 4. TERMINATION, SEPARABILITY, ASSIGNMENT. A. This Agreement may be terminated by either party upon ninety (90) days' notice provided to the respective City Manager of Roseville or City Manager of St. Anthony. B. Upon termination, no further amounts shall be due and payable by St. Anthony to Roseville under Section 2 of this Agreement, and any and all records or property of the respective cities will be returned to the appropriate city within 90 days. C. This Agreement is governed by the laws of the State of Minnesota. 81872 �