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<br />. <br /> <br />. <br /> <br />. <br /> <br />Corporation: <br /> <br />8120 Red Oak Court <br />Mounds View, MN 55112-5843 <br />A TTN: Sherry Gunn <br /> <br />or at such other address with respect to either such party as that party may, from time <br />to time, designate in writing and forward to the other as provided in this Section. <br /> <br />f. This Agreement may be executed in any number of counterparts, <br />each of which shall constitute one and the same instrument. <br /> <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 arising <br />out of this Agreement shall be heard in the state or federal courts of Minnesota, <br />and the parties to this Agreement waive any objection to the jurisdiction of these <br />courts, whether based on convenience or otherwise. <br /> <br />h, If any provision or application of this Agreement is held unlawful <br />or unenforceable in any respect, such illegal ity or unenforceability shall not affect <br />other provisions or applications that can be given effect, and this Agreement shall <br />be construed as if the unlawful or unenforceable provision or application had <br />never been contained herein or prescribed hereby. <br /> <br />1. 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, superseding <br />all prior or contemporaneous proposals, communications, and understandings, <br />whether oral or written, concerning this Agreement. This Agreement may not be <br />amended nor any of its terms modified except by a writing authorized and <br />executcd by both partics hereto. <br /> <br />8. The Corporation shall protect. indemnify. defend. and hold harmless the City and its <br />governing body members. officcrs. agents, servants, and against and from any claim. demand. <br />suit. action. or other proceeding whatsoever by any person or entity whatsoever arising or <br />purportedly arising from this Agrcement or the activities undertaken pursuant to it. The <br />provisions of this paragraph 8 shall survive termination of this Agreement. <br /> <br />9. The Corporation will provide the City with a comprehensive accounting and <br />detailing of the expenditure of funds contributed by the City to the Festival and the Corporation. <br /> <br />SJR,199377v5 <br />\'It: 125-11 <br />