R2025-274 Resolution Authorizing an Agreement with the Illinois Department of Commerce and Economic Opportunity for a Site Readiness Planning Grant for the Northeast Water Main Extension

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Agreement No.25-912014 21.2. Indemnification and Liability. (a) Non-governmental entities.This subparagraph applies only if Grantee is a non- governmental entity. Grantee must 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 is governed by the State Employee Indemnification Act(5 ILCS 350/.01 et seq.)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 unit as designated in Paragraph 3.2. 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 the other 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 is not construed as seeking to enlarge or diminish any obligation or duty owed by one Party against the other or against a third party. ARTICLE XXII MISCELLANEOUS 22.1. 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 Illinois Executive Order 15-09. 22.2. Assignment Prohibited.This Agreement must not be sold,assigned,or transferred in any manner by Grantee,to include an assignment of Grantee's rights to receive payment hereunder, and any actual or attempted sale,assignment,or transfer by Grantee without the Prior Approval of Grantor in writing renders this Agreement null,void and of no further effect. 22.3. Copies of Agreements upon Request.Grantee must, upon request by Grantor, provide Grantor with copies of contracts or other agreements to which Grantee is a party with any other State agency. 22.4. 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. 22.5. Severability. If any provision of this Agreement is declared invalid, its other provisions will remain in effect. 22.6. No Waiver.The failure of either Party to assert any right or remedy pursuant to this Agreement will not be construed as a waiver of either Party's right to assert such right or remedy at a later time or constitute a course of business upon which either Party may rely for the purpose of denial of such a right or remedy. 22.7. Applicable Law; Claims.This Agreement and all subsequent amendments thereto, if any,are governed and construed in accordance with the laws of the State of Illinois. Any claim against Grantor arising out of this Agreement must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1 et seq. Grantor does not waive sovereign immunity by entering into this Agreement. 22.8. Compliance with Law. Grantee is responsible for ensuring that Grantee's Obligations and services hereunder are performed in compliance with all applicable federal and State laws, including,without limitation, federal regulations,State administrative rules, including but not limited to 44 III.Admin. Code Part 7000, laws and rules which govern disclosure of confidential records or other information obtained by Grantee concerning persons served under this Agreement,and any license requirements or professional certification provisions. State of Illinois GRANT AGREEMENT FISCAL YEAR 2026 Page 21 of 43