R2025-277 Resolution Authorizing an Agreement with MGT Impact Solutions, LLC for Finance Director

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Section 8.06. Gender. Whenever the context herein so requires, the masculine, feminine or neuter gender and the singular and plural number include the other. Section 8.07. Section Headings. Section and other headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. Section 8.08. Severability. If any part or condition of this Agreement is held to be void,invalid or inoperative,such shall not affect any other provision hereof,which will continue to be effective as though such void, invalid or inoperative part,clause or condition had not been made. Section 8.09. Waiver of Provisions. The failure by one Party to require performance by the other Party shall not be deemed to be a waiver of any such breach, nor of any subsequent breach by the other Party of any provision of this Agreement,and shall not affect the validity of this Agreement, nor prejudice either Party's rights in connection with any subsequent action. Any provision of this Agreement may be waived if,but only if,such waiver is in writing signed by the Party against whom the waiver is to be effective. Section 8.10. Confidentiality. Each Party will protect the confidentiality of the other's records and information and must not disclose confidential information without the prior written consent of the other Party. Each Party must reasonably cooperate with the other Party regarding any Freedom of Information Act(FOIA)request calling for production of documents related to this Agreement. Section 8.11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois applicable to contracts made and to be performed entirely within such state,except the law of conflicts. Section 8.12. Force Majeure. MGT will not be responsible for failure or delay in assigning its Assigned Employee to Client if the failure or delay is caused by labor disputes and strikes, fire, riot, terrorism,acts of nature or of God,or any other causes beyond the control of MGT. Section 8.13. Assignment. Neither party may assign any rights nor delegate any duties or obligations under this Agreement without the express written consent of the other party. Notwithstanding the foregoing, MGT, or its permitted successive assignees or transferees, may assign or transfer this Agreement or delegate any rights or obligations hereunder without consent: (i)to any entity controlled by, or under common control with, MGT, or its permitted successive assignees or transferees; or (ii) in connection with a merger, reorganization, transfer, sale of assets or change of control or ownership of MGT,or its permitted successive assignees or transferees. SECTION 9 DISPUTE RESOLUTION Section 9.01. Good Faith Attempt to Settle. The Parties will attempt to settle any dispute arising out of or relating to this Agreement,or the breach thereof,through good faith negotiation between the Parties. Section 9.02. Governing Law/Jurisdiction. If a dispute cannot be settled through good faith negotiation within thirty(30)days after the initial receipt by the allegedly offending party of written notice of the dispute,then the controversy or claim may be adjudicated by a federal or state court sitting in Illinois. Venue and jurisdiction for any action under this Agreement is Macon County,Illinois. This Agreement and any amendments hereto will be governed by and construed in accordance with the laws of the State of Illinois. 7 MGT.us