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5 11.Waiver. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement or either party’s ability to enforce a subsequent breach. 12.Indemnification. To the fullest extent permitted by law, Arvig agrees to defend, indemnify and hold the City, and its mayor, council members, officers, agents, employees and representatives harmless from and against all liability, claims, damages, costs, judgments, losses and expenses, including but not limited to reasonable attorney’s fees, arising out of or resulting from any negligent or wrongful act or omission of Arvig, its officers, agents, employees, contractors and/or subcontractors, pertaining to the performance or failure to perform its obligations under this Agreement and against all losses resulting from the failure of Arvig to fully perform all of its obligations under this Agreement. 13.Liability Limitations. Nothing in this Agreements intends to, or shall be construed so as to, waive any liability limitations in favor of the City pursuant to Minnesota Statutes Chapter 466 or other applicable law. 14.Ownership of Documents. All plans, diagrams, analysis, reports and information generated in connection with the performance of this Agreement (“Information”) shall become the property of the City, but Arvig may retain copies of such documents as records of the services provided. The City may use the Information for any reasons it deems appropriate without being liable to Arvig for such use. Arvig shall not use or disclose the Information for purposes other than performing its obligations contemplated by this Agreement without the prior consent of the City. 15.Amendment. This Agreement shall not be altered, changed, or amended in any form without the express written consent of both Parties. 16.Conflicts. No salaried officer or employee of the City and no member of the City Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision shall render this Agreement void. 17.Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. 18.Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. 19.Severability. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 20.Notices. Any notice to be given by either party upon the other under this Agreement shall be properly given: a) if delivered personally to the City Manager if such notice is to be given to the City, or if delivered personally to an officer of Arvig if such notice is to be 33