9.5 Water/Wastewater Services Contract

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4. TERM 4.1. The term of this Agreement shall be for a period of one(1)year,commencing June 1,2022,through May 31,2023. 5. TERMINATION 5.1. Notwithstanding any provisions of this Agreement,this Agreement may be terminated as follows: 5.1.1. Either Party,in the event of the other Party's breach or default of a material term or condition contained in this Agreement,may terminate this Agreement by providing written notice to the other Party.In the event of a health or safety emergency,in PRASD's sole discretion,PRASD may immediately implement temporary,alternative wastewater operator services,which shall not constitute a breach or default of this Agreement. Either Party shall not have the right to terminate this Agreement for breach or default unless the non-breaching or non-defaulting Party has first given the other Party written notice of the breach or default,and the other Party shall thereafter have fifteen(15)days from the date of such written notice in which to cure its breach or default before the non-breaching or non- defaulting can provide the above notice of termination;or 5.1.2. This Agreement may also be terminated by either Party for any reason or for convenience by either Party upon thirty(30)days written notice to the other Party. In the event of termination under this clause,PRASD shall be obligated to City for payment of amounts due and owing including payment for services performed or furnished to the date and time of termination. 5.2. If this Agreement is terminated for any reason,PRASD shall notify the proper state and federal agencies of the cancellation and/or termination of this Agreement. 6. INDEMNIFICATION AND HOLD HARMLESS 6.1. PRASD(hereinafter referred to as the"Indemnifying Party")agrees to defend, indemnify,and hold harmless the City,and its respective officers,directors, employees and members and agents,against any and all claims,liability,loss, damage,costs,judgments,or expenses,including reasonable attorney's fees, arising under the provisions of this Agreement.The indemnification provision of this paragraph shall not apply to damages or other losses proximately caused by or resulting from the willful misconduct of the City. Under no circumstances, however,shall the Indemnifying Party or the City be required to pay on behalf of itself and the City any amounts in excess of the limits on liability established in Minnesota Statutes,Chapter 466,applicable to either party.The limits of liability for all Parties hereunder may not be added together to determine the maximum 3