R2017-90 Inter-governmental Grant Agreement for the Decatur Supply Chain Study CP 2014-06

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Agreement No.17 75104201 of either Party's right to assert such right or remedy at a later time or constitute a course of business upon which either Party may rely for the purpose of denial of such a right or remedy. 25.8. Applicable Law;Claims.This Agreement and all subsequent amendments thereto,if any,shall be governed and construed in accordance with the laws of the State of Illinois. Any claim against Grantor arising out of this Agreement must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1 et seq. Grantor does not waive sovereign immunity by entering into this Agreement. 25.9. Compliance with Law.This Agreement and Grantee's obligations and services hereunder are hereby made and must be performed in compliance with all applicable Federal and State laws,including,without limitation,Federal regulations,State administrative rules,including 44 III.Admin.Code 7000,and any and all license requirements or professional certification provisions. 25.10. Compliance with Confidentiality Laws.If applicable,Grantee shall comply with applicable State and Federal statutes,Federal regulations and Grantor administrative rules regarding confidential records or other information obtained by Grantee concerning persons served under this Agreement.The records and information shall be protected by Grantee from unauthorized disclosure. 25.11. Compliance with Freedom of Information Act.Upon request,Grantee shall make available to Grantor all documents in its possession that Grantor deems necessary to comply with requests made under the Freedom of Information Act.(5 ILCS 140/7(2)). 25.12. Precedence.In the event there is a conflict between this Agreement and any of the exhibits or attachments hereto,this Agreement shall control.In the event there is a conflict between PART ONE and PART TWO or PART THREE of this Agreement,PART ONE shall control.In the event there is a conflict between PART TWO and PART THREE of this Agreement,PART TWO shall control.In the event there is a conflict between this Agreement and relevant statute(s)or Administrative Rule(s),the relevant statute(s)or rule(s)shall control. 25.13. Headings.Article and other headings contained in this Agreement are for reference purposes only and are not intended to define or limit the scope,extent or intent of this Agreement or any provision hereof. 25.14. Entire Agreement.Grantee and Grantor acknowledge that this Agreement constitutes the entire agreement between them and that no promises,terms,or conditions not recited,incorporated or referenced herein,including prior agreements or oral discussions,shall be binding upon either Grantee or Grantor. 25.15. Counterparts.This Agreement maybe executed in one or more counterparts,each of which shall be considered to be one and the same agreement,binding on all Parties hereto,notwithstanding that all Parties are not signatories to the same counterpart.Duplicated signatures,signatures transmitted via facsimile,or signatures contained in a Portable Document Format(PDF)document shall be deemed original for all purposes. 25.16. Attorney Fees and Costs. Unless prohibited by law,if Grantor prevails in any proceeding to enforce the terms of this Agreement,including any administrative hearing pursuant to the Grant Funds Recovery Act or the Grant Accountability and Transparency Act,the Grantor has the right to recover reasonable attorneys' fees,costs and expenses associated with such proceedings. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. State of Illinois INTERGOVERNMENTAL GRANT AGREEMENT FISCAL YEAR 2018/3 15 17 Page 22 of 36