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Agreement No.HS-22-0071, 04-02 <br /> PART TWO -THE GRANTOR-SPECIFIC TERMS <br /> In addition to the uniform requirements in PART ONE,the Grantor has the following additional requirements for its Grantee: <br /> Audit.Grantee shall permit,and shall require its contractors and auditors to permit,the Grantor,and any authorized agent of the <br /> Grantor,to inspect all work, materials, payrolls,audit working papers,and other data and records pertaining to the Project; and to <br /> audit the books,records,and accounts of the Grantee with regard to the Project. The Grantor may,at its sole discretion and at its <br /> own expense, perform a final audit of the Project. Such audit may be used for settlement of the grant and Project closeout. <br /> Grantee agrees to implement any audit findings contained in the Grantor's authorized inspection or review,final audit,the Grantee's <br /> independent audit,or as a result of any duly authorized inspection or review <br /> Ethics. <br /> A.Code of Conduct <br /> 1.Personal Conflict of Interest -The Grantee shall maintain a written code or standard of conduct which shall govern the <br /> performance of its employees,officers, board members,or agents engaged in the award and administration of contracts supported <br /> by state or federal funds. Such code shall provide that no employee,officer, board member or agent of the Grantee may participate <br /> in the selection,award, or administration of a contract supported by state or federal funds if a conflict of interest,real or apparent <br /> would be involved. Such a conflict would arise when any of the parties set forth below has a financial or other interest in the firm <br /> selected for award: <br /> a.the employee,officer,board member,or agent; <br /> b.any member of his or her immediate family; <br /> c. his or her partner;or <br /> d.an organization which employs,or is about to employ,any of the above. <br /> The conflict of interest restriction for former employees,officers, board members and agents shall apply for one year. <br /> The code shall also provide that Grantee's employees,officers, board members,or agents shall neither solicit nor accept <br /> gratuities,favors or anything of monetary value from contractors, potential contractors,or parties to subcontracts. The Grantor may <br /> waive the prohibition contained in this subsection,provided that any such present employee,officer, board member,or agent shall <br /> not participate in any action by the Grantee or the locality relating to such contract,subcontract,or arrangement. The code shall <br /> also prohibit the officers,employees, board members,or agents of the Grantee from using their positions for a purpose that <br /> constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. <br /> 2.Organizational Conflict of Interest -The Grantee will also prevent any real or apparent organizational conflict of <br /> interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party <br /> contract or subcontract may,without some restriction on future activities, result in an unfair competitive advantage to the third party <br /> contractor or Grantee or impair the objectivity in performing the contract work. <br /> Dispute Resolution. In the event of a dispute in the interpretation of the provisions of this Agreement,such dispute <br /> shall be settled through negotiations between the Grantor and the Grantee. In the event that agreement is not <br /> consummated at this negotiation level,the dispute will then be referred through proper administrative channels for a decision and <br /> ultimately, if necessary,to the Secretary of the Illinois Department of Transportation. The Grantor shall <br /> decide all claims,questions and disputes which are referred to it regarding the interpretation, prosecution and <br /> fulfillment of this Agreement.The Grantor's decision upon all claims,questions and disputes shall be final and <br /> conclusive. <br /> State of Illinois <br /> INTERGOVERNMENTAL GRANT AGREEMENT(U-IGA)FISCAL YEAR 202213 4 21 <br /> Page 36 of 41 <br />