R2023-113 Resolution Authorizing an Intergovernmental Agreement with the State of Illinois for Electric Vehicle (EV) Planning

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DocuSign Envelope ID: 3068A826-D9DD-44A9-A383-162008061238 Agreement No.23-1439-39187 (b) This Agreement may be terminated, in whole or in part, by Grantor without advance notice: (i) Pursuant to a funding failure under Paragraph 4.1; (ii) If Grantee fails to comply with the terms and conditions of this or any Award, application or proposal, including any applicable rules or regulations, or has made a false representation in connection with the receipt of this or any Grant; (iii) if the Award no longer effectuates the program goals or agency priorities as set forth in Exhibit A PART TWO or PART THREE; or (iv) If Grantee breaches this Agreement and either(1)fails to cure such breach within 15 calendar days'written notice thereof, or(2) if such cure would require longer than 15 calendar days and the Grantee has failed to commence such cure within 15 calendar days'written notice thereof. In the event that Grantor terminates this Agreement as a result of the breach of the Agreement by Grantee, Grantee shall be paid for work satisfactorily performed prior to the date of termination. 16.2 Suspension. Grantor may suspend this Agreement, in whole or in part, pursuant to a funding failure under Paragraph 4.1 or if the Grantee fails to comply with terms and conditions of this or any Award. If suspension is due to Grantee's failure to comply, Grantor may withhold further payment and prohibit Grantee from incurring additional obligations pending corrective action by Grantee or a decision to terminate this Agreement by Grantor. Grantor may determine to allow necessary and proper costs that Grantee could not reasonably avoid during the period of suspension. 16.3 Non-compliance. If Grantee fails to comply with the U.S. Constitution, regulations or the terms and conditions of this or any Award, Grantor may impose additional conditions on Grantee, as described in 2 CFR 200.208. If Grantor determines that non-compliance cannot be remedied by imposing additional conditions, Grantor may take one or more of the actions described in 2 CFR 200.339. The Parties shall follow all Grantor policies and procedures regarding non- compliance, including, but not limited to,the procedures set forth in the State of Illinois Grantee Compliance Enforcement System. 44 III. Admin. Code 7000.80 and, 7000.260. 16.4 Objection. If Grantor suspends or terminates this Agreement, in whole or in part, for cause, or takes any other action in response to Grantee's non-compliance, Grantee may avail itself of any opportunities to object and challenge such suspension, termination or other action by Grantor in accordance with any applicable processes and procedures, including, but not limited to, the procedures set forth in the State of Illinois Grantee Compliance Enforcement System. 2 CFR 200.342; 44 III. Admin. Code 7000.80 and, 7000.260. 16.5 Effects of Suspension and Termination. (a) Grantor may credit Grantee for expenditures incurred in the performance of authorized services under this Agreement prior to the effective date of a suspension or termination. (b) Grantee shall not incur any costs or obligations that require the use of these Grant Funds after the effective date of a suspension or termination, and shall cancel as many outstanding obligations as possible. (c) Costs to Grantee resulting from obligations incurred by Grantee during a suspension or after termination of the Agreement are not allowable unless: (i) Grantor expressly authorizes them in the notice of suspension or termination; and (ii) The costs result from obligations properly incurred before the effective date of suspension or termination, are not in anticipation of the suspension or termination, and the costs would be allowable if the Agreement was not suspended or terminated. 2 CFR 200.343. 16.6 Close-out of Terminated Agreements. If this Agreement is terminated, in whole or in part, the Parties shall comply with all close-out and post-termination requirements of this Agreement. 2 CFR 200.340(d). ARTICLE XVII SU BCONTRACTS/SUB-G RANTS 17.1 Sub-recipients/Delegation. Grantee may not subcontract nor sub-grant any portion of this Agreement nor delegate any duties hereunder without Prior Approval of Grantor. The requirement for Prior Approval is satisfied if the subcontractor or sub-grantee has been identified in the Uniform Grant Application, such as, without limitation, a Project Description, and Grantor has approved. Grantee must notify any potential sub-recipient that the sub-recipient shall obtain and provide to the Grantee a Unique Entity Identifier prior to receiving a subaward. 2 CFR 25.300. State of Illinois GRANT AGREEMENT FISCAL YEAR 2023/1 18 22 Page 17 of 41