10.5 Lake Shore Wastewater Services

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5.2. If this Agreement is terminated for any reason, Lake Shore shall notify the proper State and Federal agencies of the cancellation and/or termination of this Agreement, and shall, effective on the date of termination, be solely responsible and liable for the continued operation and maintenance of the Facilities. 6. INDEMNIFICATION AND HOLD HARMLESS 6.1. Each Party (hereinafter referred to as the "Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party,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 a Party. Under no circumstances,however, shall the Indemnifying Party or the other Party be required to pay on behalf of itself or the other Party 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 amount of liability for either Party. The intent of this paragraph is to impose on the Indemnifying Party a duty to defend and indemnify each other subject to the limits of liability under Minnesota Statutes, Chapter 466. The purpose of creating this duty to defend and indemnify is to simplify the defense of claims by eliminating conflicts among the Parties and to permit liability claims against both Parties from a single occurrence to be defended by a single attorney. Nothing in this Agreement shall be construed to waive any immunities or limitations to which either Party are entitled under Minnesota Statutes, Chapter 466 or otherwise. 6.2. All indemnification obligations shall survive termination, expiration, or cancellation of this Agreement. 7. INSURANCE 7.1. Both Parties agree that each Party is currently insured through the League of Minnesota Cities Insurance Trust(the"LMCIT") and maintains appropriate levels of insurance as required by the LMCIT, including sufficient liability insurance to cover its liability pursuant to the Minnesota Tort Claims Act, Minnesota Statutes, Section 466.04, as amended, and furthermore each Party agrees to maintain the current levels of insurance with the LMCIT through the term of this Agreement. 8. COMPENSATION 8.1. Lake Shore shall pay Pequot Lakes the sum of$3,312.50 per month(the"Contract Price") for the services specified herein for the term of this Agreement. Said sum shall be payable on a monthly basis,payments due within thirty(30)days of Pequot Lakes submitting an invoice to Lake Shore. Unless agreed to in writing by the Parties, future increases in Compensation shall be adjusted annually, effective 6