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C. Termination. <br />1. Termination by City. The City reserves the right to terminate this <br />Agreement upon 30 days' written notice for any reason deemed by the City Council to serve the <br />public interest. In the event of such termination the City will pay the Corporation those costs <br />directly attributable to services received by the City in compliance with the Agreement prior to <br />termination. The City will not be liable for any damages or any loss of profits anticipated to be <br />made by the Corporation under this Agreement in connection with any such termination. <br />2. Termination by Corporation. The Corporation may terminate this <br />Agreement upon the default by the City if the City fails to comply with any term or condition of <br />this Agreement. The Corporation must notify the City in writing of any default. The City will <br />take action so that the default is corrected within 30 days of receipt of the notice. If after receipt <br />of such notice, the City fails to timely correct the default, the Corporation may immediately <br />terminate this Agreement in its entirety by giving notice to the City. <br />D. Dissolution of Corporation. In the event of the dissolution of the <br />Corporation, after the payment of all debts and obligations of the Corporation, the assets of the <br />Corporation shall be distributed to one or more exempt organizations under Sections 510(c)(6) <br />and 170(c)(2) of the Internal Revenue Code as amended, or any successor provisions, or to the <br />federal, state or local government for lawful purposes. To the extent allowed under said <br />provisions of the Internal Revenue Code and applicable laws, such distribution shall be as <br />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 <br />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 <br />Agreement is held to be unconstitutional or invalid by a court of competent jurisdiction, the other <br />7 <br />