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SJR-199377v4 <br />MU125-11 <br /> Corporation: 8120 Red Oak Court <br />Mounds View, MN 55112-5843 <br />ATTN: 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 illegality 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 />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, 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 />executed by both parties hereto. <br /> <br /> 8. The Corporation shall protect, indemnify, defend, and hold harmless the City and its <br />governing body members, officers, 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 Agreement 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.