R2023-42 Resolution Authorizing a Grant Agreement between the City of Decatur and the State of Illinois Department of Commerce & Economic Opportunity (Grant #23-203058)

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Agreement No 23-203058 25.1. Independent Contractor.Neither Grantee nor any employee or agent of Grantee acquires any employment rights with Grantor by virtue of this Agreement.Grantee will provide the agreed services and achieve the specified results free from the direction or control of Grantor as to the means and methods of performance. Grantee will be required to provide its own equipment and supplies necessary to conduct its business;provided, however,that in the event,for its convenience or otherwise,Grantor makes any such equipment or supplies available to Grantee,Grantee's use of such equipment or supplies provided by Grantor pursuant to this Agreement shall be strictly limited to official Grantor or State of Illinois business and not for any other purpose,including any personal benefit or gain. 25.2. Indemnification and Liability. (a) Non-governmental entities.This subparagraph applies only if Grantee is a non- governmental entity. To the extent permitted by law,Grantee agrees to hold harmless Grantor against any and all liability,loss,damage,cost or expenses,including attorneys'fees,arising from the intentional torts,negligence or breach of contract of Grantee,with the exception of acts performed in conformance with an explicit,written directive of Grantor. Indemnification by Grantor will be governed by the State Employee Indemnification Act(5 ILLS 350/1 et seg.)as interpreted by the Illinois Attorney General. Grantor makes no representation that Grantee,an independent contractor,will qualify or be eligible for indemnification under said Act. (b) Governmental entities.This subparagraph applies only if Grantee is a governmental entity. Neither Party shall be liable for actions chargeable to the other Party under this Agreement including,but not limited to,the negligent acts and omissions of Party's agents,employees or subcontractors in the performance of their duties as described under this Agreement,unless such liability is imposed by law. This Agreement shall not be construed as seeking to enlarge or diminish any obligation or duty owed by one Party against the other or against a third party. ARTICLE XXVI MISCELLANEOUS 26.1. Gift Ban.Grantee is prohibited from giving gifts to State employees pursuant to the State Officials and Employees Ethics Act(5 ILCS 430/10-10)and Executive Order 15-09. 26.2. Access to Internet.Grantee must have Internet access.Internet access may be either dial-up or high-speed.Grantee must maintain,at a minimum,one business e-mail address that will be the primary receiving point for all e-mail correspondence from Grantor.Grantee may list additional e-mail addresses at any time during the Term of this Agreement.The additional addresses may be for a specific department or division of Grantee or for specific employees of Grantee.Grantee must notify Grantor of any e-mail address changes within five(5) business days from the effective date of the change. 26.3. Exhibits and Attachments.Exhibits A through G PART TWO.PART THREE,if applicable,and all other exhibits and attachments hereto are incorporated herein in their entirety. 26.4. Assignment Prohibited.Grantee acknowledges that this Agreement may not be sold,assigned,or transferred in any manner by Grantee,to include an assignment of Grantee's rights to receive payment hereunder, and that any actual or attempted sale,assignment,or transfer by Grantee without the Prior Approval of Grantor in writing shall render this Agreement null,void and of no further effect. 26.5. Amendments.This Agreement may be modified or amended at any time during its Term by mutual consent of the Parties,expressed in writing and signed by the Parties. State of Illinois GRANT AGREEMENT FISCAL YEAR 2023/1/18/22 Page 23 of 50