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. � . <br /> .�� � . <br /> ■ Change in Mayor—notification upon being seated <br /> ■ Any change in contact information for the Local Program,Executive Director,Board <br /> President or Mayor, including: e-mail,mailing address,telephone number,fax number, and <br /> website address—notification upon occurrence <br /> ■ Contemplated change in program structure or district boundaries—notification at <br /> beginning of investigative process for input and approval by the Illinois Main Street <br /> Advisory Council. <br /> ■ Change in Local Program Bylaws—send copy of updated Bylaws <br /> SECTION 3: The parties agree: <br /> 1. This Agreement is governed by the laws of the State of Illinois. The Local Program shall at all <br /> times comply with and observe all federal, state and local laws,which are in effect during the <br /> period of this Agreement and which, in any way, affect the work of the Local Program or its <br /> conduct. <br /> 2. Either party may terminate this Agreement without cause based upon thirty(30)days prior written <br /> notice to the other party. <br /> 3. If IMS finds that the Local Program is not in compliance with the requirements of this program, <br /> IMS shall have the right to terminate this Agreement upon thirty(30)days prior written notice and <br /> withhold further services. Reasons for a finding of noncompliance may include,but are not limited <br /> to: 1)has failed to complete required activities in a timely manner, 2)has failed to comply with <br /> applicable laws and regulations,3)finding the Local Program is using program funds for <br /> unauthorized activities, or 4) lacks the capacity to carry out the purpose of this program. <br /> 4. After IMS notifies the Local Program of the Non-Compliance and their intent to terminate this <br /> Agreement,the Local Program shall be granted(at IMS's discretion)adequate time to remedy the ; <br /> failures prior to complete severance under this Agreement. <br /> 5. Notwithstanding any other provisions of this Agreement, if funds anticipated for the continued <br /> fulfillment of the Agreement are at any time not forthcoming or insufficient,IMS shall have the <br /> right to terminate the Agreement without penalty,effective as of the date such funds were not <br /> forthcoming or were insu�cient. <br /> 6. This Agreement constitutes the entire understanding and agreement between the parties and <br /> incorporates and supersedes any previous agreements or negotiations,whether oral or written. <br /> 7. This Agreement shall be binding upon the Local Program and its successors. <br /> 8. Nothing contained herein shall be construed to create an employer-employee relationship or an <br /> agency relationship between IMS and the Local Program. <br /> 9. IMS and the Local Program acknowledge and agree that, in no event, shall IMS be deemed an <br /> associate to a joint venture or a partner to the Local Program, or any beneficiary of the Local <br /> Program. <br /> ]0. IMS shall not incur any Liability or responsibility to the Local Program other than those <br /> specifically set out in this Agreement,and that further,the Local Program shall hold IMS harmless <br /> from any and all claims made for acts and omissions of the Local Program,and its officers, <br /> employees, and agents in implementing this Agreement. <br /> I 1. IMS reserves the right to cancel,postpone or relocate any event,workshop,visit or training <br /> session. <br /> Page 5 of 6 <br />