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� � � r <br /> ■ Change in Executive Director status—resignation, hiring, or firing—notification <br /> within 48 hours of occurrence <br /> ■ Change in Board Presidency—notification within 48 hours of occurrence <br /> ■ Change in Mayor—noiification upon being seated <br /> ■ Any change in contact information for the Local Program, Executive Director, <br /> Board President or Mayor, including: e-mail, mailing address, telephone number, <br /> fax number, and websiie 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 <br /> Street 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 thiriy(30) days prior written <br /> notice to the other party. If IMS finds that the Local Program is not in compliance with the <br /> requirements of this program, IMS shall have the right to terminate this Agreement upon thirty(30) <br /> days prior written notice and withhold further services. Reasons for a finding of noncompliance <br /> may include, but are not limited to, has failed to complete required activities in a timely manner, <br /> has failed to comply with applicable laws and regulations, finding the Local Program is using <br /> program funds for unauthorized activities, or lacks the capacity to carry o.ut the purpose of this <br /> program. <br /> 3. 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 insufficient. <br /> 4. 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 /> 5. This Agreement shall be binding upon the Local Program and its successors. <br /> 6. Nothing contained herein shall be construed to create an employer-employee relationship or an <br /> agency relationship between IMS and the Local Program. <br /> 7. IMS and the Local Program acknowledge and agree that, in no event, shall IMS be deemed a <br /> partner or joint venturer with the Local Program, or any beneficiary of the Local Program. <br /> 8. IMS shall not incui•any Liability or responsibility to the Local Progt•am other than tliose <br /> specifically set out in this Agreement, and that further, the Local Program shall hold IMS harmless <br /> froin 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 /> Page 5 of 6 <br />