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government for lawful purposes. To the extent allowed under said provisions of the Internal <br /> Revenue Code and applicable laws, such distribution shall be as follows: <br /> 1. Contributed property shall be offered to the member entity that contributed <br /> such property; <br /> 2. All other property shall be sold and the proceeds of sale distributed to <br /> qualifying exempt members in proportion to their financial contributions to the Corporation; <br /> 3. All remaining unencumbered funds shall be distributed to qualifying <br /> exempt members in proportion to their contributions to the Corporation. <br /> E. Authority of Signatories. Each of the persons executing this Agreement <br /> represents that he or she has full power and authority to execute this Agreement on behalf of <br /> the party that person represents. <br /> F. Force Majeure. In the event that the performance by either party of any of its <br /> obligations under this Agreement is interrupted or delayed by events outside of their control <br /> such as acts of God, war, riot, or civil commotion, then the party is excused from such <br /> performance for the period of time reasonably necessary to remedy the effects of the events. <br /> G. Severability. If any word, phrase, clause, sentence, or paragraph of this Agreement <br /> is held to be unconstitutional or invalid by a court of competent jurisdiction, the other provisions <br /> of this Agreement will continue in force if they can be given effect without the invalid portion. <br /> H. Corporation Bylaws. The Corporation shall submit its bylaws and any <br /> amendments thereof to the City Clerk on the same day the amendments are sent to the <br /> GSMP Board of Directors as stated in the GSMP Bylaws Section entitled Amendments. <br /> I. Incorporation of Terms and Conditions. The City and the Corporation agree that <br /> the City's Standard Terms and Conditions for Professional Services Agreements, in the form <br /> attached as Exhibit A, will apply to this Agreement. In the event of any conflict between the <br /> terms of this Agreement and the attached Standard Terms and Conditions, the terms of this <br /> Agreement will govern and control. <br /> EXECUTED to be effective as of October 1, 2016. <br /> 7 <br />