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be given effect, and this Agreement shall be construed as if the unlawful <br />or unenforceable provision or application had never been contained <br />herein or prescribed hereby. <br />i. This Agreement, together with its Exhibits, which are <br />incorporated by reference, constitutes the complete and exclusive <br />statement of all mutual understandings between the parties with respect <br />to this Agreement, superseding all prior or contemporaneous proposals, <br />communications, and understandings, whether oral or written, concerning <br />this Agreement. This Agreement may not be amended nor any of its <br />terms modified except by written authorization and executed by both <br />parties hereto. <br />8. The Corporation shall protect, indemnify, defend, and hold <br />harmless the City and its governing body members, officers, agents, servants, <br />and consultants_against and from any claim, demand, suit, action, or other <br />proceeding whatsoever by any person or entity whatsoever arising or purportedly <br />arising from this Agreement or the activities undertaken pursuant to it. The <br />provisions of this paragraph 8 shall survive termination of this Agreement. <br />9. The Corporation will provide the City with a comprehensive <br />accounting and detailing the assistance contributed by the City to the Festival <br />and the Corporation. <br />IN WITNESS THEREOF, the parties have caused this Agreement to be <br />executed as of the date first above. <br />CITY OF MOUNDS VIEW <br />By: e A <br />Its: Mayor <br />By: <br />Its: City minis for <br />FESTIVAL IN THE PARK OF MOUNDS VIEW <br />By: <br />Its: <br />By: <br />Its: <br />