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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 /> F. Change of Name. Before the Partnership changes its assumed business name from <br /> "Greater San Marcos Partnership" it shall first provide written notice to the City of the proposed <br /> new assumed business name. <br /> G. 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 /> H. 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 such as <br /> acts of God,war, riot, or civil commotion,then the party is excused from such performance for the <br /> period of time reasonably necessary to remedy the effects of the events. <br /> I. 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 /> J. 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 /> K. 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 the <br /> form attached as Exhibit C,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, as amended, the terms <br /> of this Agreement will govern and control. <br /> EXECUTED to be effective as of. <br /> CITY: PARTNERSHIP: <br /> By: By: <br /> Name: -CS Name: <br /> Title: 2 Title: <br /> Page 10 of 12 <br />