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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 <br />serve the public interest. . In the event of such termination the City will pay the <br />Corporation those costs directly attributable to services received by the City in <br />compliance with the Agreement prior to termination. The City will not be liable for any <br />damages or any loss of profits anticipated to be made by the Corporation under this <br />Agreement in connection with any such termination. <br />2. Termination by Corporation. The Corporation may terminate this <br />Agreement based on default by the City if the City fails to comply with any term or <br />condition of this Agreement. The Corporation will notify the City in writing of any <br />default. The City will take action so that the default is corrected within 15 days of receipt <br />of the notice. If the City fails to timely correct the default, the Corporation may <br />immediately terminate this Agreement in its entirety. <br />D. Dissolution of Corporation. Upon dissolution of the Corporation, after the <br />payment of all debts and obligations of the Corporation, the assets of the Corporation shall be <br />distributed to one or more exempt organizations under Sections 510 (c) (6) and 170 (c) (2) of the <br />Internal Revenue Code as amended, or any successor provisions, or to the federal, state or local <br />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 <br />Corporation; <br />3. All remaining unencumbered funds shall be distributed to qualifying <br />exempt members in proportion to their contributions to the Corporation. <br />D. 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 the <br />party that person represents. <br />E. 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 <br />Page 6 of 8 <br />