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,� • • <br /> Basic Terms Form C (FY 08) <br /> Grant Agreement <br /> accordance with the provisions of the Illinois Use Tax Act. The Grantee further <br /> acknowled es that the contractin State a enc ma declare the rant void if this <br /> g g g Y Y g <br /> certification is false or if the Grantee, or any affiliate, is determined to be delinquent <br /> in the payment of any debt to the State during the term of the grant. <br /> 13. Indemnification: Grantee agrees to indemnify, defend, and hold harmless the Department, <br /> its employees, agents, and representatives from and against all claims, liabilities, losses, <br /> expenses, and damages by whomever sustained arising or which may arise out of Grantee's <br /> breach of any term, condition, or provision of this agreement or any representation or <br /> warranty contained in this agreement or Grantee's failure to provide services hereunder or <br /> errors, omissions, or defects in such services. These indemnities shall continue in full force <br /> and effect subsequent to and notwithstanding the termination of this contract. Grantee shall <br /> not prejudice the Department's right to recover against third parties for any loss, or damage <br /> to Department property, and shall at the Department's request and expense furnish reasonable <br /> assistance, including assistance in the prosecution of suit to obtain recovery. The Grantee <br /> shall, at its expense, pay the costs of defense of the Department against all claims asserted by <br /> any person that anything provided by Grantee infringes a patent, copyright, trade secret, or <br /> other intellectual property right and shall, without limitation pay the costs, damages, and <br /> attorney's fees awarded against the Department in any such action, or pay any settlement of <br /> such action or claim. The Department assumes no liability for actions of Grantee and is <br /> unable to indemnify Grantee for claims based on this grant. Any liability for damages that the <br /> Department might have is expressly limited by and subject to the provisions of the Illinois <br /> Court of Claims Act, 705 ILCS 505/Act,and the availability of suitable appropriations. <br /> 14. Insurance: If the Grantee's cost of property and casualty insurance increases by 25% or <br /> more or if new state regulations impose additional costs to the Grantee during the term of this <br /> grant agreement,then the Grantee may request the Department to review this grant agreement <br /> and adjust the compensation or reimbursement provisions in the agreement under any <br /> Agreement reached, which provisions are subject to the limitations of the Department's <br /> appropriated funds. The Grantee agrees to comply with the requirements of the Department <br /> of Central Management Services in Government Contracts, Procurement, and Property <br /> Management set out in Title 44 of the Illinois Administrative Code. <br /> 15. Waiver: No delay or omission by any party in exercising any right, power, or privilege <br /> under this agreement shall impair that right, power or privilege, nor shall any single or partial <br /> exercise of any right, power or privilege preclude any further exercise of that right, power, or <br /> privilege, or the exercise of any other right, power or privilege. <br /> 16. Amendments: This grant agreement may not be amended without prior written approval of <br /> both the Grantee and the Department. <br /> 17. AssiEnment: The Grantee understands and agrees that this grant agreement may not be <br /> Page 6 of 7 <br />