R2023-43 Resolution Authorizing a Grant Agreement between the City of Decatur and the State of Illinois Department of Commerce and Economic Opportunity (Grant #23-203059)

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Agreement No 23-203059 17.3. Liability as Guaranty. Grantee shall be liable as guarantor for any Grant Funds it obligates to a sub-grantee or sub-contractor pursuant to Paragraph 17.1 in the event the Grantor determines the funds were either misspent or are being improperly held and the sub-grantee or sub-contractor is insolvent or otherwise fails to return the funds. 2 CFR 200.345;30 ILCS 705/6;44 III.Admin.Code 7000.450(a). ARTICLE XVIII NOTICE OF CHANGE 18.1. Notice of Change.Grantee shall notify the Grantor if there is a change in Grantee's legal status, federal employer identification number(FEIN),DUNS Number,UEI,SAM registration status,Related Parties,senior management(for non-governmental grantees only)or address. 30 ILCS 708/60(a).If the change is anticipated, Grantee shall give thirty(30)days'prior written notice to Grantor.If the change is unanticipated,Grantee shall give notice as soon as practicable thereafter. Grantor reserves the right to take any and all appropriate action as a result of such change(s). 18.2. Failure to Provide Notification.To the extent permitted by Illinois law,Grantee shall hold harmless Grantor for any acts or omissions of Grantor resulting from Grantee's failure to notify Grantor of these changes. 18.3. Notice of Impact.Grantee shall immediately notify Grantor of any event that may have a material impact on Grantee's ability to perform this Agreement. 18.4. Circumstances Affecting Performance;Notice.In the event Grantee becomes a party to any litigation,investigation or transaction that may reasonably be considered to have a material impact on Grantee's ability to perform under this Agreement,Grantee shall notify Grantor,in writing,within five(5)calendar days of determining such litigation or transaction may reasonably be considered to have a material impact on the Grantee's ability to perform under this Agreement. 18.5. Effect of Failure to Provide Notice.Failure to provide the notice described in Paragraph 18.4 shall be grounds for immediate termination of this Agreement and any costs incurred after notice should have been given shall be disallowed. ARTICLE XIX STRUCTURAL REORGANIZATION AND RECONSTITUTION OF BOARD MEMBERSHIP 19.1. Effect of Reorganization.Grantee acknowledges that this Agreement is made by and between Grantor and Grantee,as Grantee is currently organized and constituted.No promise or undertaking made hereunder is an assurance that Grantor agrees to continue this Agreement,or any license related thereto,should Grantee significantly reorganize or otherwise substantially change the character of its corporate structure, business structure or governance structure.Grantee agrees that it will give Grantor prior notice of any such action or changes significantly affecting its overall structure or,for non-governmental grantees only,management makeup(for example,a merger or a corporate restructuring),and will provide any and all reasonable documentation necessary for Grantor to review the proposed transaction including financial records and corporate and shareholder minutes of any corporation which may be involved.This ARTICLE XIX does not require Grantee to report on minor changes in the makeup of its board membership or governance structure,as applicable. Nevertheless,PART TWO or PART THREE may impose further restrictions. Failure to comply with this ARTICLE XIX shall constitute a material breach of this Agreement. ARTICLE XX AGREEMENTS WITH OTHER STATE AGENCIES State of Illinois GRANT AGREEMENT FISCAL YEAR 2023/1/18/22 Page 20 of 50