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12. CAPTIONS AND PARAGRAPH HEADINGS <br />Captions and paragraph headings used herein are for convenience only and are not a part of <br />the Agreement and shall not be used in construing same. <br />13. MODIFICATIONS AND WAIVERS <br />This Agreement may not be modified except in writing and signed by authorized representatives <br />of both parties. A waiver by either party of its rights hereunder shall not be binding unless <br />contained in writing and signed by an authorized representative of the party waiving its rights. <br />The non - enforcement or waiver of any provision on one (1) occasion shall not constitute a <br />waiver of such provision on any other occasion unless expressly so agreed in writing. It is <br />agreed that no use of trade or other regular practice or method of dealing between the parties <br />hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this <br />Agreement. <br />No waiver of a breach of any provision of this Agreement shall constitute a waiver of any other <br />breach of such provision. Failure of CITY to enforce at any time, or from time -to -time, any <br />provision of this Agreement shall not be construed as a waiver thereof. The remedies herein <br />reserved shall be cumulative and additional to any other remedies in law or equity. <br />14. VALIDITY <br />The invalidity in whole or in part of any provision of this Agreement shall not void or affect the <br />validity of any other provision. <br />15. GENERAL INDEMNIFICATION <br />ATIMS shall hold CITY, its agents, officers, employees, and volunteers, harmless from and <br />save, defend and indemnify the same against all claims, losses, liability and damages from <br />every cause, including but not limited to injury to person or property, and related costs and <br />expenses, including reasonable attorneys fees, arising directly or indirectly out of any act or <br />omission of contract performance by ATIMS, its agents, officers, employees, or volunteers. If <br />such defense becomes necessary, the City Counsel for the CITY shall have the absolute right to <br />approve any and all counsel employed to defend the CITY. This paragraph shall survive any <br />expiration or termination of this Agreement. <br />