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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 <br />THE INTERNAL REVENUE CODE as amended, or any successor provisions, or to the federal, state <br />or local government for lawful purposes. To the extent allowed under said provisions of the <br />Internal Revenue Code and applicable laws, such distribution shall be as follows: <br />such property; <br />1. Contributed property shall be offered to the member entity that contributed <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 />D. Authority of Signatories. Each of the persons executing this <br />A g r e e m e n t represents that he or she has full power and authority to execute this Agreement <br />on behalf of the 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 />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 />F. Incorporation of Terms and Conditions. The City and the Corporation agree <br />that the City's Standard Terms and Conditions for Professional Services Agreements, in the <br />form attached as Exhibit A, will apply to this Agreement. In the event of any conflict <br />between the terms of this Agreement and the attached Standard Terms and Conditions, the <br />terms of this Agreement will govern and control. <br />