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qualifying exempt members in proportion to their financial contributions to the Partnership; <br />3. All remaining unencumbered funds shall be distributed to qualifying <br />exempt members in proportion to their contributions to the Partnership. <br /> <br />F. Authority of Signatories. Each of the persons executing this Agreement represents <br />that he or she has full power and authority to execute this Agreement on behalf of the party that <br />person represents. <br /> <br />G. Force Majeure. In theevent 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 such <br />as acts of God, war, riot, or civil commotion, then the party is excused from such performance for <br />the period of time reasonably necessary to remedy the effects of the events. <br /> <br />H. 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 />provisions of this Agreement will continue in force if they can be given effect without the invalid <br />portion. <br /> <br />I. Partnership Bylaws. The Partnership shall submit its bylaws and any amendments <br />thereof to the City Clerk on the same day the amendments are sent to the GSMP Board of Directors <br />as stated in the GSMP Bylaws Section entitled Amendments. <br /> <br />J. Incorporation of Terms and Conditions. The City and the Partnership agree that <br />the City's Standard Terms and Conditions for Professional Services Agreements, as amended, in <br />the form attached as Exhibit C, will apply to this Agreement. In the event of any conflict between <br />the terms of this Agreement and the attached Standard Terms and Conditions, as amended, the <br />terms of this Agreement will govern and control. <br />EXECUTED to be effective as of October 1, 2021. <br />CITY: PARTNERSHIP: <br /> <br /> <br />By: ______________________________ By: ______________________________ <br /> <br />Name: ______________________________ Name: ______________________________ <br /> <br />Title: ______________________________ Title: ______________________________ <br /> <br /> <br /> <br />Page 12 of 22 <br /> <br />