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shall be borne by the losing party, unless the Parties stipulate otherwise, <br />or in such proportions, as the arbitrator shall decide. <br /> <br />17. Indemnification. TCO shall defend, indemnify, hold harmless, and <br />insure City from any and all damages expenses or liability resulting from <br />or arising out of, any negligence or misconduct on TCO's part, or from any <br />breach or default of this Agreement which is caused or occasioned by the <br />acts of TCO. Independent Contractor shall insure that its employees <br />and affiliates take all actions necessary to comply with the terms and <br />conditions set forth in this Agreement. TCO shall name City as an <br />additional insured on all related insurance policies including workers <br />compensation, and general liability. <br /> <br />18. Containment of Entire Agreement. This Agreement is an <br />independent document and supersedes any and all other Agreements, <br />either oral or in writing. <br /> <br />19. Representation. Each party of this Agreement acknowledges that <br />no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party hereto, or anyone acting on <br />behalf of any party hereto, which are not embodied herein, and that no <br />other agreement, statement or promise not contained in this Agreement <br />shall be valid or binding. Any modification of this Agreement shall be <br />effective only if it is in writing, signed and dated by all parties hereto. <br /> <br />20. Partial Invalidity. If any provision of this Agreement is held by a <br />Court of competent jurisdiction to be invalid, void or unenforceable, the <br />remaining provisions shall nevertheless continue in full force and effect <br />without being impaired or invalidated in any way. <br /> <br />21. Counterparts. This Agreement may be executed in counterparts, <br />each of which shall be deemed an original and all of which together shall <br />constitute a single integrated document. <br /> <br />22. Severable Provisions. The provisions of this Agreement are <br />severable, and if any one or more provisions may be determined to be <br />illegal or otherwise unenforceable, in whole or in part, the remaining <br />provisions and any partially unenforceable provisions to the extent <br />enforceable shall nevertheless be binding and enforceable. <br /> <br />23. Modifications. This Agreement may be modified only by a contract <br />in writing executed by the party to this Agreement against whom <br />enforcement of such modification is sought. <br /> <br />24. Prior Understandings. This Agreement contains the entire <br />agreement between the parties to this Agreement with respect to the <br />subject matter of the Agreement, is intended as a final expression of such <br />parties' agreement with respect to such terms as are included in this <br />Agreement, is intended as a complete and exclusive statement of the