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the recovery of all such subsequently incurred costs, expenses and actual attorney’s <br />fees. <br /> <br />16. Mediation and Arbitration. Any controversy between the parties to this <br />Agreement involving the construction or application of any of the terms, provisions, or <br />conditions of this Agreement, shall on written request of either party served on the other, <br />be submitted first to mediation and then if still unresolved to binding arbitration. Said <br />mediation or binding arbitration shall comply with and be governed by the provisions of <br />the American Arbitration Association for Commercial Disputes unless the Parties stipulate <br />otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party, <br />unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall <br />decide. <br /> <br />17. Indemnification. TCO shall defend, indemnify, hold harmless, and insure City <br />from any and all damages expenses or liability resulting from or arising out of, any <br />negligence or misconduct on TCO's part, or from any breach or default of this Agreement <br />which is caused or occasioned by the acts of TCO. Independent Contractor shall insure <br />that its employees and affiliates take all actions necessary to comply with the terms <br />and conditions set forth in this Agreement. TCO shall name City as an additional insured <br />on all related insurance policies including workers compensation, and general liability. <br /> <br />18. Containment of Entire Agreement. This Agreement is an independent document <br />and supersedes any and all other Agreements, either oral or in writing. <br /> <br />19. Representation. Each party of this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party hereto, or anyone acting on behalf of any party hereto, which are not <br />embodied herein, and that no other agreement, statement or promise not contained in <br />this Agreement 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 Court of <br />competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall <br />nevertheless continue in full force and effect without being impaired or invalidated in any <br />way. <br /> <br />21. Counterparts. This Agreement may be executed in counterparts, each of which <br />shall be deemed an original and all of which together shall constitute a single integrated <br />document. <br /> <br />22. Severable Provisions. The provisions of this Agreement are severable, and if any <br />one or more provisions may be determined to be illegal or otherwise unenforceable, in <br />whole or in part, the remaining provisions and any partially unenforceable provisions to <br />the extent enforceable shall nevertheless be binding and enforceable. <br /> <br />23. Modifications. This Agreement may be modified only by a contract in writing <br />executed by the party to this Agreement against whom enforcement of such modification <br />is sought. <br />