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initiate and consummate all actions necessary to enable it to enter into this <br /> Agreement. Grantee warrants that there is no provision in its charter, bylaws, or <br /> any rules, regulations, or legislation which prohibits, voids, or otherwise renders <br /> unenforceable against Grantee any provision or clause of this Agreement. Grantee <br /> warrants further that it has paid all federal, state and local taxes levied or imposed <br /> and will continue to do so, excepting only those which may be contested in good <br /> faith. Grantee agrees that upon execution of this Agreement, Grantee will deliver to <br /> the Department: <br /> A. a legal opinion from an attorney licensed to practice law in Illinois and <br /> authorized to represent the Grantee in the matter of this Agreement, stating: <br /> a. the Grantee is lawfully organized; <br /> b. the Grantee is an eligible "participant" as defined in the Act; <br /> c. the Grantee is legally authorized to enter into this Agreement; and <br /> d. this Agreement will be legally binding on the Grantee. <br /> B. a certified copy of a resolution or ordinance adopted by the Grantee's <br /> governing body that authorizes the execution of this Agreement and <br /> identifies the person, by position, authorized to sign this Agreement and <br /> payment requisitions. <br /> ITEM 16 - DRUG FREE WORKPLACE <br /> Grantee agrees to comply with the provisions of the Illinois Drug Free Workplace <br /> Act (30 ILCS 580/1 et seq.) and has signed the Drug Free Workplace Certification <br /> attached to this Agreement as Exhibit B. <br /> ITEM 17 - INDEMNIFICATION AND INSURANCE <br /> Grantee agrees to hold harmless and indemnify the Department and the State from <br /> any and all liabilities, losses, expenses (including attorney's fees), damages <br /> (including loss of use), demands and claims arising out of or in connection with the <br /> Project, and shall defend any suit or action brought against it and/or the <br /> Department, whether at law or in equity, based on any such alleged injury (including <br /> death) or damage. Grantee shall pay all damages, judgments, costs and expenses <br /> in connection with said demands and claims resulting therefrom. The Department <br /> agrees to promptly notify Grantee in writing of the assertion of any such claim, suit <br /> or action in which the State or the Department is a defendant. <br /> Grantee agrees that it will take out and maintain at its own cost and expense, for the <br /> duration of the Project, such policies of insurance in companies, as will protect <br /> Grantee from any claims for damages to property or for bodily injury (including <br /> death), which may arise from the Project. <br /> ITEM 18 - INDEPENDENCE OF GRANTEE <br /> In no event shall Grantee or any of its contractors be considered agents or <br /> employees of the Department or the State. The Grantee agrees that none of its <br /> employees, agents or contractors will hold themselves out as, or claim to be, <br /> Downstate Public Transportation Operating Grant Page 12 <br />