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B. The City shall defend (with legal counsel reasonably acceptable to <br />Artist), indemnify and hold harmless Artist, his officers, officials, employees and agents <br />against any and all liability, amounts paid in settlement, costs, penalties, fines, <br />judgments and other costs and expenses, including attorneys' fees, arising out of the <br />active negligence and/or intentional or willful misconduct of City, its officers, officials, <br />employees or agents in connection with the Mural. <br />11. Conflict of Interest <br />Each Party covenants that it presently has no interests and shall not have <br />interests, direct or indirect, which would conflict in any manner with performance of <br />services specified under this Agreement. <br />12. Voluntary Nature of Agreement <br />Each Party warrants that they have executed this Agreement knowingly, <br />freely and voluntarily and with full knowledge of its legal consequences. All Parties <br />involved warrant and represent that, prior to executing this Agreement and release, <br />each party has had the opportunity to review and consider this matter with legal <br />counsel, and that the terms of this Agreement, and its consequences, are fully <br />understood by each Party. <br />13. Entire Agreement <br />This Agreement represents the entire agreement and understanding <br />between the Parties, and supersedes any and all prior agreements and understandings <br />between the Parties, whether oral or written. <br />14. Signatory Authority. <br />Each undersigned represents and warrants that its signature hereinbelow <br />has the power, authority and right to bind their respective Parties to each of the terms of <br />this Agreement, and shall indemnify City fully, including reasonable to costs and attorney's <br />fees, for any injuries or damages to City in the event that such authority or power is not, in <br />fact, held by the signatory or is withdrawn. <br />Ell <br />