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a. The Corporation will provide all equipment used by the <br />Corporation, except the City equipment as set forth in Exhibit B, which is <br />incorporated herein by reference. <br />b. The Corporation will control its own schedule of work hours as <br />necessary to sponsor and coordinate the Festival. <br />C. Any and all reports, and other work products, whether completed <br />or not, that are prepared or developed by the Corporation as a part of this <br />Agreement shall be jointly owned by the City and the Corporation and shall be <br />made available to the City promptly at the City's request or at the termination of <br />this Agreement. The Corporation shall provide annual financial reports <br />including all revenues and expenditures related to the Festival for the present <br />year within thirty days of the date of the Festival, and the City will retain these <br />records for three (3) years. <br />d. Any titles of the several parts of the Agreement are inserted for <br />convenience of reference only and shall be disregarded in construing or <br />interpreting any of its provisions. <br />e. A notice, demand, or other communication under this Agreement <br />by either party to the other shall be sufficiently given or delivered if it is <br />dispatched by registered or certified mail, postage prepaid, return receipt <br />requested, or delivered personally to the following addresses: <br />City: 2401 Mounds View Boulevard <br />Mounds View, MN 55112 <br />ATTN: City Administrator <br />Corporation: Festival in the Park <br />2401 Mounds View Blvd. <br />Mounds View, MN 55112 <br />ATTN: Kathryn Smith, President <br />or at such other address with respect to either such party as that party may, <br />from time to time, designate in writing and forward to the other as provided in <br />this Section. <br />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 />3 1 P a g e <br />