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f. This Agreement may be executed in any number of counterparts, <br />each of which shall constitute one and the same instrument. <br />g. This Agreement is made and shall be governed in all respects by <br />the laws of the State of Minnesota. Any disputes, controversies, or claims <br />arising out of this Agreement shall be heard in the state or federal courts of <br />Minnesota, and the parties to this Agreement waive any objection to the <br />jurisdiction of these courts, whether based on convenience or otherwise. <br />h. If any provision or application of this Agreement is held unlawful or <br />unenforceable in any respect, such illegality or unenforceability shall not affect <br />other provisions or applications that can be given effect, and this Agreement <br />shall be construed as if the unlawful or unenforceable provision or application <br />had never been contained herein or prescribed hereby. <br />i. This Agreement, together with its Exhibits, which is incorporated <br />by reference, constitutes the complete and exclusive statement of all mutual <br />understandings between the parties with respect to this Agreement, <br />superseding all prior or contemporaneous proposals, communications, and <br />understandings, whether oral or written, concerning this Agreement. This <br />Agreement may not be amended nor any of its terms modified except by a <br />writing authorized and executed by both parties hereto. <br />8. The Corporation shall protect, indemnify, defend, and hold harmless the <br />City and its governing body members, officers, agents, servants, and against and from <br />any claim, demand, suit, action, or other proceeding whatsoever by any person or <br />entity whatsoever arising or purportedly arising from this Agreement or the activities <br />undertaken pursuant to it. The provisions of this paragraph 8 shall survive termination <br />of this Agreement. <br />9. The Corporation will provide the City with a comprehensive accounting <br />and detailing of the expenditure of funds contributed by the City to the Festival and the <br />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: <br />Its: Mayor <br />By: <br />Its: Clerk-Administrator <br />