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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 are 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 written <br /> authorization 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: City Administrator <br /> FESTIVAL IN THE PARK OF MOUNDS VIEW <br /> By: <br /> Its: <br /> By: <br /> Its: <br />