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DocuSign Envelope ID: 3068A826-D9DD-44A9-A383-1620013061238 <br /> Agreement No.23-1439-39187 <br /> 17.2 Application of Terms. Grantee shall advise any sub-grantee of funds awarded through this Agreement of the <br /> requirements imposed on them by federal and state laws and regulations, and the provisions of this Agreement. The <br /> terms of this Agreement shall apply to all subawards authorized in accordance with Paragraph 17.1. 2 CFR 200.101(b) <br /> (2). <br /> 17.3 Liability as Guaranty. Grantee shall be liable as guarantor for any Grant Funds it obligates to a sub-grantee or <br /> sub-contractor pursuant to Paragraph 17.1 in the event the Grantor determines the funds were either misspent or are <br /> being improperly held and the sub-grantee or sub-contractor is insolvent or otherwise fails to return the funds. 2 CFR <br /> 200.345; 30 ILCS 705/6; 44 III. Admin. Code 7000.450(a). <br /> ARTICLE XVIII <br /> NOTICE OF CHANGE <br /> 18.1 Notice of Change. Grantee shall notify the Grantor if there is a change in Grantee's legal status,federal <br /> employer identification number(FEIN), DUNS Number, UEI, SAM registration status, Related Parties, senior <br /> management(for non-governmental grantees only), or address. 30 ILCS 708/60(a). If the change is anticipated, Grantee <br /> shall give thirty(30)days' prior written notice to Grantor. If the change is unanticipated, Grantee shall give notice as soon <br /> as practicable thereafter. Grantor reserves the right to take any and all appropriate action as a result of such change(s). <br /> 18.2 Failure to Provide Notification. To the extent permitted by Illinois law, Grantee shall hold harmless Grantor for <br /> any acts or omissions of Grantor resulting from Grantee's failure to notify Grantor of these changes. <br /> 18.3 Notice of Impact. Grantee shall immediately notify Grantor of any event that may have a material impact on <br /> Grantee's ability to perform this Agreement. <br /> 18.4 Circumstances Affecting Performance; Notice. In the event Grantee becomes a party to any litigation, <br /> investigation or transaction that may reasonably be considered to have a material impact on Grantee's ability to perform <br /> under this Agreement, Grantee shall notify Grantor, in writing, within five (5)calendar days of determining such litigation <br /> or transaction may reasonably be considered to have a material impact on the Grantee's ability to perform under this <br /> Agreement. <br /> 18.5 Effect of Failure to Provide Notice. Failure to provide the notice described in Paragraph 18.4 shall be grounds <br /> for immediate termination of this Agreement and any costs incurred after notice should have been given shall be <br /> disallowed. <br /> ARTICLE XIX <br /> STRUCTURAL REORGANIZATION AND RECONSTRUCTION OF BOARD MEMBERSHIP <br /> 19.1 Effect of Reorganization. Grantee acknowledges that this Agreement is made by and between Grantor and <br /> Grantee, as Grantee is currently organized and constituted. No promise or undertaking made hereunder is an assurance <br /> that Grantor agrees to continue this Agreement, or any license related thereto, should Grantee significantly reorganize or <br /> otherwise substantially change the character of its corporate structure, business structure or governance structure. <br /> Grantee agrees that it will give Grantor prior notice of any such action or changes significantly affecting its overall <br /> structure or, for non-governmental grantees only, management makeup (for example, a merger or a corporate <br /> restructuring), and will provide any and all reasonable documentation necessary for Grantor to review the proposed <br /> transaction including financial records and corporate and shareholder minutes of any corporation which may be involved. <br /> This ARTICLE XIX does not require Grantee to report on minor changes in the makeup of its board membership or <br /> governance structure, as applicable. Nevertheless, PART TWO or PART THREE may impose further restrictions. <br /> Failure to comply with this ARTICLE XIX shall constitute a material breach of this Agreement. <br /> ARTICLE XX <br /> AGREEMENTS WITH OTHER STATE AGENCIES <br /> 20.1 Copies upon Request. Grantee shall, upon request by Grantor, provide Grantor with copies of contracts or <br /> other agreements to which Grantee is a party with any other State agency. <br /> State of Illinois <br /> GRANT AGREEMENT FISCAL YEAR 2023/1 18 22 <br /> Page 18 of 41 <br />