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12. WARRANTY. The Contractor shall be held responsible for any and all defects in <br />workmanship, materials, and equipment which may develop in any part of the contracted service, and <br />upon proper notification by the City shall immediately replace, without cost to the City, any such <br />faulty part or parts and damage done by reason of the same. <br />13. DEFENSE OBLIGATION. To the fullest extent permitted by law, the Contractor <br />shall indemnify, defend, and hold harmless the City and its officials, employees and agents, against <br />claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting <br />from performance of the Contractor's work, provided that such claim, damage, loss or expense is <br />attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible <br />property, other than the work itself, but only to the extent caused by the negligent or wrongful acts or <br />omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or <br />anyone for whose acts they may be liable. <br />14. WAIVER. In the particular event that either party shall at any time or times waive <br />any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or any <br />succeeding breach of this Contract by either party, whether of the same or any other covenant, <br />condition, or obligation. <br />15. GOVERNING LAW. The laws of the State of Minnesota govern the interpretation <br />of this Contract. <br />16. SEVERABILITY. If any provision, term, or condition of this Contract is found to <br />be or become unenforceable or invalid, it shall not affect the remaining provisions, terms, and <br />conditions of this Contract, unless such invalid or unenforceable provision, term, or condition renders <br />this Contract impossible to perform. Such remaining terms and conditions of the Contract shall <br />continue in full force and effect and shall continue to operate as the parties' entire contract. <br />17. ENTIRE AGREEMENT. This Contract represents the entire agreement of the <br />parties and is a final, complete, and all-inclusive statement of the terms thereof, and supersedes and <br />terminates any prior agreement(s), understandings, or written or verbal representations made between <br />the parties with respect thereto. <br />CITY: CONTRACTOR: <br />CITY OF ELK RIVER <br />Mayor <br />Its <br />City Clerk <br />[print name] <br />[title] <br />4 <br />221667vl <br />