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City: 2401 Highway 10 <br /> Mounds View, MN 55112 <br /> ATTN: Clerk-Administrator <br /> <br /> <br />Corporation: 2085 Hillview Rd Apt. 1 <br /> Mounds View, MN 55112-1314 <br /> ATTN: Theresa Cermak, President <br /> <br />or at such other address with respect to either such party as that party <br />may, from time to time, designate in writing and forward to the other as <br />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 <br />claims arising out of this Agreement shall be heard in the state or <br />federal courts of Minnesota, and the parties to this Agreement <br />waive any objection to the jurisdiction of these courts, whether <br />based on convenience or otherwise. <br /> <br />h. If any provision or application of this Agreement is held unlawful or <br />unenforceable in any respect, such illegality or unenforceability <br />shall not affect other provisions or applications that can be given <br />effect, and this Agreement shall be construed as if the unlawful or <br />unenforceable provision or application had never been contained <br />herein or prescribed hereby. <br /> <br />i. This Agreement, together with its Exhibits, which is incorporated by <br />reference, constitutes the complete and exclusive statement of all <br />mutual understandings between the parties with respect to this <br />Agreement, superseding all prior or contemporaneous proposals, <br />communications, and understandings, whether oral or written, <br />concerning this Agreement. This Agreement may not be amended <br />nor any of its terms modified except by a writing authorized and <br />executed by both parties hereto. <br /> <br />8. The Corporation shall protect, indemnify, defend, and hold <br />harmless the City and its governing body members, officers, agents, servants, <br />and against and from any claim, demand, suit, action, or other proceeding <br />whatsoever by any person or entity whatsoever arising or purportedly arising <br />from this Agreement or the activities undertaken pursuant to it. The provisions of <br />this paragraph 8 shall survive termination of this Agreement. <br /> <br />9. The Corporation will provide the City with a comprehensive <br />accounting and detailing of the expenditure of funds contributed by the City to the <br />Festival and the Corporation. <br /> <br /> <br />