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10. Liability. Except as provided above, each party shall be responsible for any loss, damage or <br />injury to any person or property arising out its obligations under this Agreement. Each party <br />agrees to defend and indemnify the other party and its officers, employees and agents for any <br />claims arising from its performance or failure to perform its obligations under this Agreement. <br />Each party shall only be responsible for out of pocket costs to the other party. Each party waives <br />any claim for lost services, lost profits, indirect, consequential or special damages. Nothing in <br />this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to <br />which a party may be entitled under Minnesota Statutes, Chapter 466 or otherwise. <br />11. Insurance. Each party shall purchase liability insurance in the amount equal to or greater than the <br />maximum liability applicable to municipalities set forth in Minnesota Statutes, Chapter 466. This <br />requirement may be met through membership in a self - insurance pool. Each party shall name the <br />other party as an additional insured to the extent necessary to meet its obligations under this <br />agreement. <br />12. Dispute Resolution. If the parties cannot agree on any matter arising out of this Agreement, after <br />a reasonable period of good faith negotiations, not to exceed 45 days, they agree to engage a <br />qualified third party to mediate the disagreement, and share to the cost of the mediator on an <br />equal basis. The parties will work in good faith with the mediator to find an acceptable solution <br />and must reduce any settlement to writing. Any such agreement must be incorporated into and <br />made a part of this agreement. If a mediated agreement cannot be reached, each party has <br />available to it all rights in law or equity. <br />13. Entire Agreement. This Agreement sets forth the entire understanding of the parties. <br />14. Notices. <br />a. Notices to City. Payments made and notices given pursuant to the terms of this <br />Agreement to the City shall be addressed or delivered personally to: <br />City Administrator <br />City of Elk River <br />13065 Orono Parkway <br />Elk River, Minnesota 55330 <br />Phone: (763) 635 -1200 <br />Technical inquiries: <br />City IT Manager <br />City of Elk River <br />13065 Orono Parkway <br />Elk River, Minnesota 55330 <br />Phone: (763) 635 -1250 <br />C1l <br />