HomeMy WebLinkAboutRESOLUTIONS-2014-010-R-142/6/2014
10-R-14
A RESOLUTION
Authorizing the City Manager to Accept Donation of Solar
Panels from Alternative Transportation for Chicagoland to be
installed at the Ecology Center and Fleetwood-Jourdain
Community Center
WHEREAS, Alternative Transportation of Chicagoland has agreed
to donate, through the Illinois Department of Commerce and Economic
Opportunity 20 kW of solar panels; and
WHEREAS, the donation is brought in part by the ARRA
Community Renewable Energy Program Grant No. 09-462012 for [-GO
Alternative Transportation for Chicagoland, Inc.; and
WHEREAS, the donation will consist of 20kW of solar panels,
which will be installed at the Ecology Center and the Fleetwood-Jourdain
Community Center; and
WHEREAS, the City Council of the City of Evanston had deemed
it in the best interest of the citizens of Evanston, as well as beneficial for the
larger community within the County of Cook, to accept the donation of solar
panels from Alternative Transportation of Chicagoland,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS:
10-R-14
SECTION 1: That the foregoing recitals are found as fact and
made a part hereof.
SECTION 2: The City Manager is hereby authorized and directed
to execute the Solar Panels Donation Agreement (attached hereto as Exhibit A)
on behalf of the City of Evanston.
SECTION 3: That this Resolution 10-R-14 shall be in full force and
effect from the date of its passage and approval in the manner provided by law.
Eli a eth B. Tisdahl, Mayor
Atte
y
Rodney Gr e, City Clerk
Adopted' /0 , 2014
—2—
10-R-14
EXHIBIT A
Solar Panels Donation Agreement
-3-
SOLAR PANELS DONATION AGREEMENT
This Donation Agreement (the "Agreement") is made this day of , 201_ by and
among ALTERNATIVE TRANSPORTATION FOR CHICAGOLAND, INC., an Illinois
not -for -profit corporation (the "Donor"), and the CITY OF EVANSTON, an Illinois home rule
municipal corporation (the "City"). Donor and City shall be collectively referred to herein as the
"Parties."
A. Donor owns the personal property listed on Exhibit A hereto (the "Property"), and desires
to convey ownership to the City.
B. The City desires to accept ownership of the Property for use as specified herein.
NOW THEREFORE, in consideration of the mutual covenants and undertakings contained
herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Donor Commitment. The Donor hereby agrees to convey possession of the Property to
the City and the City agrees to accept such conveyance herein as designated for the benefit
of the City. The City acknowledges that the property is, and shall remain, subject to certain
restrictions pursuant to that certain ARRA Community Renewable Energy Program Grant
No. 09-462012 for I -GO Alternative Transportation for Chicagoland, Inc. dated as of
February 1, 2010 by and between Donor and the Illinois Department of Commerce and
Economic Opportunity (the "DCEO Agreement") until the expiration or termination
thereof. A copy of the DCEO Agreement is attached as Exhibit B. Upon such expiration or
termination, all right and title to the Property shall pass to the City. An authorized
representative of the Illinois Department of Commerce and Economic Opportunity has
signed the consent attached to, and incorporated into, this Agreement as Exhibit C solely
to evidence the DCEO's consent to the transaction specific herein.
2. City's Obligations. It is understood and agreed by the Parties that in consideration of the
Donor conveying the Property to the City, the City shall perform the following obligations:
a. On or before , the City shall take possession of the Property and
be responsible for all costs of storing, installing, maintaining, operating and
repairing the Property.
b. On or before , the City shall install the Property on any City
facilities/buildings of its own choosing. The location of the installation and
placement of the Property on the City's facilities/buildings is solely within the
City's discretion. The City will operate, maintain, and repair the Property in good
order and repair, with exception of original wear and tear, and in accordance with
the manufacturer's specifications, and shall comply with the requirements of the
DCEO Agreement as they apply to the Property until the expiration thereof.
3. Intent. The Parties to the Agreement agree that the Donor's conveyance of the Property to
the City shall constitute the Donor's binding obligation and shall be enforceable at law and
Page 1 of 8
equity including, without limitation, against the Donor and the Donor's successors and
assigns. The Donor acknowledges that the City is relying, and shall continue to rely, on
the Donor's conveyance of the Property being fully satisfied as set forth herein.
4. Recognition by the City. To honor the Donor, and to express the appreciation of the City,
publicity in the form of news announcements and/or website recognition, both internal and
external, will be made with the permission of the Donor. Donor grants the City permission
to use its name and likeness and its President's name and likeness related to the publicity.
The City shall install signage in its reasonable discretion, at a prominent location at the
Property installation location, acknowledging Donor and other parties designated by
Donor in writing to the City.
5. Representations and Warranties.
a. The Donor represents that it is conveying the Property and the City is accepting the
Donor's conveyance of the Property in the Property's existing condition without
any representation or warranty of any kind or nature. The Donor acknowledges that
it provided the City with a reasonable opportunity to inspect the Property. The
Donor makes no warranties, express or implied, in connection with the Property,
and all other warranties, including without limitation any implied warranty of
merchantability or fitness for a particular purpose, are expressly and specifically
disclaimed.
b. The Donor represents that it owns and has good and marketable title to the
Property, free and clear of any pledges, liens, judgments, encumbrances, security
interests, claims, or, excepting the DCEO Agreement, contract rights. The Donor
further promises and covenants to refrain from so encumbering the Property from
the date of the execution of the Agreement until the City takes ownership of the
Property.
C. The City acknowledges that the Donor gave it a reasonable opportunity to inspect
and investigate the Property.
d. Donor represents that any and all required consent and approval from any
applicable third party for this donation has been obtained prior to execution of this
Agreement. The Parties each warrant that the execution and performance of this
Agreement will not violate any agreements to which the Donor or the City is a party
or any federal, state or local laws, rules or regulations.
e. The Parties' representations, warranties, and covenants in this section shall be true
and complete as of the date of the Agreement's execution and shall survive the
termination of the conveyance of the Property contemplated by this Agreement.
6. Notices. All notices permitted or required hereunder must be in writing and shall be
effected by (i) personal delivery, (ii) first class mail, registered or certified, postage fully
prepaid, or (iii) reputable same -day or overnight delivery service that provides a receipt
Page 2 of 8
showing delivery date and time, addressed to the following parties, or to such other address
as any party may, from time to time, designate in writing in the manner as provided herein:
To City: Catherine Hurley
Sustainable Programs Coordinator
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Fax: 847-448-8069
With a copy to: W. Grant Farrar
Corporation Counsel
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Fax:847-448-8093
To Donor: Alternative Transportation for Chicagoland, Inc.
2125 W. North Avenue
Chicago, IL 60647
Any written notice, demand or communication shall be deemed received immediately if
personally delivered or delivered by delivery service to the addresses above, and shall be
deemed received on the third day from the date of postmark if delivered by mail.
7. Default. In the event of failure by either party hereto substantially to perform any
material term or provision of this Agreement, the non -defaulting party shall have those
rights and remedies provided herein.
a. Notice of Default: In the event of an alleged default, the non -defaulting party
shall provide to the defaulting party a written notice of default, identifying with
specificity the nature of the alleged default and the manner in which said default
may be satisfactorily be cured.
b. Cure of Default: Upon the receipt of the notice of default, the alleged defaulting
party shall promptly commence to cure, correct, or remedy such default within
ninety (90) days and shall continuously and diligently prosecute such cure,
correction or remedy to completion.
C. Remedy: In the event of a default by either Party of the terms of this Agreement
that has not been cured within the timeframe set forth herein, the non -defaulting
Party, at its option, may terminate this Agreement or institute legal action in law or
in equity to cure, correct, or remedy such default, enjoin any threatened or
attempted violation, or enforce the terms of this Agreement.
Page 3 of 8
8. Force Majeure. Neither party shall be liable to the other for any delay or failure in
performance under this Agreement arising out of a cause beyond its control. Such causes
may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of
necessary utilities and/or facilities, blackouts, acts of God, acts of regulatory agencies, or
national disasters.
9. Independent Contractor. The Parties herein are independent contractors with respect to
one another under this Agreement and shall not be construed to be the agent of the other
party under any circumstances.
10. Governing Law. The internal laws of the State of Illinois, without regard to principles of
conflicts of law, shall govern the interpretation and enforcement of this Agreement.
11. Non -Liability of City Officials and Employees. No member, official, agent, legal
counsel or employee of the City shall be personally liable to the Donor, or any successor in
interest in the event of any default or breach by the City under the terms of this Agreement.
12. Binding Effect. This Agreement, and the terms, provisions, promises, covenants and
conditions herein, shall be binding upon and shall inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns.
13. Authority to Sign. The Parties hereby represent that the persons executing this Agreement
on their behalf have full authority to do so and to bind the Parties to perform pursuant to the
terms and conditions of this Agreement.
14. No Interpretations Against Drafter. Each party recognizes that this Agreement is a
legally binding contract and acknowledges that it had the opportunity to consult with legal
counsel of choice. In any construction of the terms of this Agreement, the same shall not be
construed against either party on the basis of that party being the drafter of such terms.
15. Entire Agreement. This Agreement and the exhibit attached hereto contain the entire
understanding of the parties with respect to the subject matter of the Agreement and is
subject to the laws of the State of Illinois. This Agreement also supersedes all other
agreements and understandings, both oral and written, between the parties relating to the
subject matter of the Agreement.
16. No Waiver. The failure of any party to insist upon strict performance of any of the terms,
covenants, or conditions hereof shall not be deemed a waiver of any rights or remedies
which that party may have hereunder, at law or in equity and shall not be deemed a waiver
of any subsequent breach or default in any of such terms, covenants, or conditions.
17. Severability. If any provision of this Agreement or any application thereof is held invalid,
illegal or unenforceable, the remaining provisions of this Agreement and any other
application of such provision shall remain unimpaired and shall continue in full force and
effect.
Page 4 of 8
18. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the
same instrument. A facsimile copy of a signature shall be as binding as an original
signature.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first written above by their respective officers thereunto duly authorized.
ALTERNATIVE TRANSPORTATION
FOR CHICAGOLAND, INC.,
an Illinois not -for -profit corporation
By:
Name:
Title:
CITY OF EVANSTON,
an Illinois home rule municipal corporation
By:
Name: Wally Bobkiewicz
Title: City Manager
Page 5 of 8
EXHIBIT A
The PROPERTY
A. The Property
The Property consists of the following number of solar panels capable of generating twenty (20)
kilowatts of electricity:
• Quantity 84 Trina Solar TSM-225PA05 225-watt panels
Page 6 of 8
EXHIBIT B
THE DCEO AGREEMENT
Page 7 of 8
ILLINOS DEPARTMENT OF COMMERCE AND ECONOMIC OPPORTUNITY
ARRA Community Renewable Energy Program
Grant No. 09-462012
for the
I -Go Alternative Transportation for Chicagoland, Inc.
Illinois Department of Commerce and Economic Opportunity
620 E. Adams St.
Springfield, IL 62701
Page 1 Grant Number 09-462012
STATE OF ILLINOIS
DEPARTMENT OF COMMERCE AND ECONOMIC OPPORTUNITY
Notice of Grant Award No. 09462012
This Grant Agreement (hereinafter referred to as the "Agreement") is entered into between the Illinois Department
of Commerce and Economic Opportunity (hereinafter referred to as the. "Department" or "DCEO") and I -Go
Alternative Transportation for Chicagoland, Inc. (hereinafter referred to as the "Grantee"). Subject to. terms and
conditions of this Agreement, the Department agrees to provide a Grant in an amount not to exceed $499,500.00 to
the Grantee.
Subject to the execution of this Agreement by both parties, the Grantee is, hereby authorized to incur costs against
this Agreement from the beginning date of 02/01/2010 through the. ending date of.01/31/2012, unless otherwise
established within Part II Scope of Work. The Grantee hereby agrees to use the Grant Funds provided under the
Agreement for the purposes set forth herein and agrees to comply with all terms of this Agreement.
This, Agreement includes the following sections, all of which are incorporated into and made part of this Agreement:
Parts:
I. Budget
II. Scope of Work
III Grant Fund Control Requirements
IV. Terms and Conditions
V. General Provisions
VI. Certifications
This grant is federally funded.
Under penalties of perjury, the undersigned certifies that the name, taxpayer information number and legal status
listed below are correct.
Name: I -Go Alternative Transportation for Chicagoland, Inc.
Taxpayer Identification Number:
SSN/FEIN: 680493308
Page 2 Grant Number 09-462012
Legal Status:
Individual (01)
Sole Proprietor (02)
Partnership/Legal Corporation (03)
Corporation (04)
X Not For Profit Corporation (04)
Medical Corporation (06)
Governmental (08)
GRANTEE:
I -Go Alternative Transportation for Chicagoland, Inc.
Estate or Trust (10)
Pharmacy-Noncoporate (11)
Nonresident Alien (13)
Pharmacy/Funeral Home/Cemetery Corp (15)
Tax Exempt (16)
Limited Liability Company (select applicable
tax classification)
C - Corporation
P - Partnership
Grantee's execution of this Agreement shall se.-ve as its attestation that Grantee has read, understands and agrees to
all provisions of this Agreement and that the information contained in the Agreement is true and correct to the best
of his/her knowledge, information and belief and that the Grantee shall be bound by.the same. Grantee
acknowledges that the individual executing this Agreement is authorized to act on the Grantee's behalf. Grantee
further acknowledges that the award of Grant Funds under this Agreement is conditioned upon the above
certification/attestation.
< .9 By: 6 - _
(Authorized Signator)
Sharon Feigon, Chief Executive Officer
Name and Title
Date
STATE OF ILLINOIS DEPARTMENT OF COMMERCE AND ECONOMIC OPPORTUNITY
By:
Warren Ribley, Director
Grantee Address:
2125 West North Avenue
Chicago, IL 60647-5415
Date
Please indicate any address changes below
In processing this grant and related documentation, the Department will only accept materials signed by the
Authorized Signatory or Designee of this Agreement, as designated or prescribed herein. If the Authorized
Signatory chooses to assign a designee to sign or submit materials required by this Agreement to the Department,
the Authorized Signatory must either send written notice to the Department indicating the name of the designee or
provide notice as set forth immediately following this paragraph. Without such notice, the Department will reject
any materials signed or submitted on the Grantee's..behalf by anyone other than the Authorized Signatory. The
Authorized Signatory must approve each Authorized Designee separately by signing as indicated below. If an
Authorized Designee(s) appears below, please verify the information and indicate any changes as necessary.
Page 3 Grant Number 09-462012
The following are designated as Authorized Designee(s) for the Grantee:
Authorized Designee: Joseph Grant
Authorized Designee Title: Program Coordinator
Authorized Designee Phone: 773-278-4446
Authorized Signatory Approval:
Authorized Designee:
Authorized Designee:Title:
Authorized Designee Phone:
Authorized Signatory Approval:
Page 4 Grant Number 09-462012
Cost Category Description
EQUIPMENT/MATERIAL COSTS
f CASH MATCH
i
Total
PART I
BUDGET
Cost Cat DCEO Budget Variance %
Amount
1020 499,500.00 0.00
40.00 499,500.00 0.00
i ti
$99.9,000.00 ,
Variance Limit
0.00
0.00
BUDGET LINE ITEM DEFINITIONS
The definitions listed below will help to identify allowable costs for each of the budgeted lines in this Agreement.
Any costs not .specifically named below should be verified to be allowable by the DCEO grant manager prior to
incurring the cost.
EQUIPMENT/MATERIAL COSTS Project related costs for the purchase of renewable energy generation
equipment and related metering components.
CASH MATCH Cash match for expenditures directly related to the project. DCEO grant
funds can not be included as cash match.
Pass -Through Entity or Subgrantor Responsibilities. If Grantee provides any portion of this funding to another
entity through a grant agreement or contract, Grantee is considered to be a pass -through entity or Subgrantor: Per
Section 5.10(M) of the Agreement, Grantee must obtain written approval before it provides any portion of this
funding. to another entity through a grant agreement or contract. If the Department provides written approval, the
Grantee must adhere to the following for any awards or contracts entered into using the Grant Funds listed above:
(1) Inform any subrecipient(s) of the proper Federal award identifying information (shown below).as required
by Federal regulations contained in OMB Circular A-133.
This Federally funded award is identified by the following:
CFDA #
CFDA Title
Award #
Federal Awarding Agency
81.041
State Energy Program
DE-E.0000119
Department Of Energy
(2) Advise any subrecipient(s) of requirements imposed on them by Federal laws, regulations, and the
provisions of contracts or grant agreements which proNided this funding. Advise subrecipient(s) of any
supplemental, requirements imposed by the pass -through entity or. subgrantor (your organization).
Page 5 Grant Number 09-462012
PART II
SCOPE OF WORK
In consideration for the Grant Funds to be provided by the Department; the Grantee agrees to perform the Project
described in Part II (Scope of Work) hereof, in accordance with.the provisions of Part I (Budget) hereof.
Project Description: The Grantee shall install six solar -powered charging stations at I -GO car sharing
.locations in the Chicago region. The solar photovoltaic system will provide power to I-GO's plug-in
hybrid electric vehicles. Each station will have 32.7 kW of solar PV modules installed for 18 solar shade
parking spaces. This project will encourage utilization of renewable energy and support economic
development in the state of Illinois.
Prior Incurred Cost: Grant funds may be requested for eligible project expenses that were incurred
prior to February 1, 2010, but not before February 17, 2009. Grantee shall purchase and/or provide the
support, services and equipment identified as the Applicant's Investment in the Part I Budget during the
period of the Agreement, and shall maintain a minimum match of 25 percent of the total project costs.
Project Development Tasks:
Task 1 Feasibility and Design
The Grantee shall complete an evaluation of the potential solar resource available.and design the system
to maximize electricity production.
Task 2 — Obtain Necessary Permits
The Grantee shall obtain all necessary permits from local, state and. federal agencies prior to
commencement of installation activities.
Task 3 — Contractor Selection and Installation of Equipment
The Grantee shall select a.. contractor certified and experienced with the installation of solar photovoltaic
systems, prepare the site, install the solar photovoltaic system and meter.
Task 4 — System Commission
The Grantee shall certify to the Department that all equipment has been installed in accordance with local,
state, and federal codes and that the system is operating at, its designed capacity.
Deliverables:
• Invoices for all purchased services and equipment
• Confirmation that the six solar -powered charging stations are installed and operational (invoices,
photos)
• Provide data required for U.S. DOE quarterly reports:
Renewable energy installed capacity (MW)
CO2 (& CO2e) reduced (metric tons)
Jobs created
Jobs retained
Number of renewable energy systems installed by type
Renewable energy produced (MWh)
Project Monitoring: During the term of the Grant Agreement, the Department may schedule periodic
site visits, for monitoring of the program. In addition to written reports, the Grantee shall establish: and
maintain communication regarding immediate program issues and interim program progress with the
Department's project manager through email and phone conversations.
Page 6 Grant Number 09-462012
PART III
GRANT FUND CONTROL REQUIREMENTS
3.1 AUDITS
A. Standard Audit If the Grantee is required to have a Standard Audit, the Grantee shall provide the
Department with a copy of such audit report, the management letter, and the SAS 114 letter within
thirty (30) days of the Grantee's receipt. of such audit report, but in no event later than nine (.9) months
following the end of the period for which the audit was performed. The Audit Report is required to be
provided to DCEO any year an audit is performed over the life of the grant.
B. Federal Reouirements If the Grantee is required to have an audit performed pursuant to the Single
Audit Act of 1984, as amended in 1996 ("Single Audit Act") and by the Office of Management and
Budget Circular A-133 ("OMB Circular A-133"), the Grantee shall provide the Department with a
copy of the audit report, the data collection form, the management letter, and the SAS 114 letter, as
provided for in the Single Audit Act and.OMB. Circular A-133, to the Department within thirty (30)
days of the Grantee's receipt of such audit report, but in no event later than nine (9) months following
the end of the period for which the audit was performed. The Audit Report is required to be provided
to DCEO annually for the life of the grant. If no Single Audit is reauired of federally -funded Grantees,
the Grantee is to provide DCEO with an annual letter stating a Single Audit was not required.
C. Discretionary Audit The Department may, at any time, and at its discretion, request a Grant -Specific
Audit or other audit, Management Letter and SAS .114 Letter to be delivered within thirty (30) days of
the Grantee's receipt of such audit report, but in no event later than nine (9) months following the end
of the period for which the audit was performed. .
D. Audit Performance All Audits shall be performed by an independent certified public accountant or
accounting firm licensed by the appropriate licensing body in accordance with applicable auditing
standards.
E. Audit Submission The Grantee shall electronically send all audit reports and related deliverables to the
Department at the following address:
extemalauditunit@illinois.gov
If the Grantee is unable to submit the aforementioned documents to the Department electronically, the
information shall be sent to the Department at the following address:
Illinois Department of Commerce and Economic Opportunity
Office of Accountability
External Audit Section
620 East Adams Street
Springfield, iL 62701
3.2 REPORTING REOUIREMENTS
In addition to any other documents specified in this Agreement, the Grantee must submit the following
reports and information in accordance with the provisions hereof.
A. Expenditures and Proiect Activitv Prior to Grant Execution, If the Agreement is executed more than
thirty (30) days afte the beginning date of the grant term provided in the Notice of Grant Award, the
Grantee must submit a Financial Status Report and a Project Status Report, in a format provided by the
Department, accounting for expenditures and project activity incurred from the beginning of the grant
term up to the end of the month preceding the date of the Department's execution. If these.Reports
Page 7 Grant Number 09462012
are required, the Department will not disburse any Grant Funds until the report is submitted to and
approved by the Department.
B. Final Financial Status Resort The Final Financial Status Report described in Section 5.3 hereof is due
within 45 days following the end date stated in the Notice of Grant Award. The Grantee should refer
to the Welcome Package and the Reports Deliverable Schedule for the specific reporting requirements
and due dates. Grantee must submit the report in the format provided by the Department. This report
must summarize expenditure of the Grant Funds and activities completed during the grant term. The
.Grantee's failure to comply with the Close-out requirements set__forth herein and in Section 5.3 will be
considered a material breach of the performance required by this Agreement and may be the basis to
initiate proceedings to recover all Grant Funds disbursed to the Grantee. Grantee's failure to comply
with this Section shall be considered prima facie evidence of default, and may be admitted as such,
without further proof, into evidence before the Department or in any other legal proceeding.
C. Additional Information Upon request by the Department, the Grantee must, within the time directed by
the Department, submit additional written reports regarding the Project, including, but not limited to,
materials sufficient to document information provided by the Grantee.
D. Submittal of Reports Submittal of all reports and documentation required under this Agreement should
be submitted to -the individual as directed by the Department.
E. Failure to Submit Reports In the event Grantee fails to timely submit any reports required under this
Agreement, the Department may withhold or suspend the distribution of Grant Funds until said reports
are filed and approved by the Department.
33 WELCOME PACKAGE
Upon execution of this Grant Agreement, the Grantee will receive a Welcome Package detailing reporting
requirements and procedures relating to the Grant. The Grantee is obligated to comply with those
requirements and any revisions thereto in accordance with Section 3.2(B) of this Grant Agreement,
3.4 FISCAL RECORDING REOUIREMENTS
The Grantee's financial .management system shall be structured to provide for accurate, current, and
complete disclosure of the financial results of the Project funded under this grant program. The Grantee is
accountable for all Grant Funds received under this Grant, including those expended for subgrantees. The
Grantee shall maintain effective control and accountability over all Grant Funds, equipment, property, and
other assets under the grant as required by the Department. The Grantee shall keep records sufficient to
permit the tracing of Grant Funds to a level of expenditure adequate to insure that Grant Funds have not
been inappropriately expended, and must have internal controls consistent with generally accepted
accounting practices adopted by the American Institute of Certified Public Accountants.
3.5 DUE DILIGENCE IN EXPENDITURE OF FUNDS
Grantee shall ensure that Grant Funds are expended in accordance with the following principles: (i) grant
expenditures should be made in accordance with generally accepted sound, business practices, arms -length
bargaining, applicable federal and state laws and regulations; (ii) grant expenditures should conform to the
terms and conditions of this Agreement; (iii) grant expenditures should not exceed the amount that would
be incurred by a prudent person under the circumstances prevailing at the time the decision is made to incur
the costs; and (iv) grant accounting should be consistent with generally accepted accounting principles.
3.6 MONITORING
The grant will be monitored for compliance in accordance with the terms and conditions of the Grant
Agreement, together with appropriate programmatic rules, regulations, and/or guidelines that the
Department promulgates or implements. The Grantee must permit any agent authorized by the
Page 8 Grant Number 09-462012
Department, upon presentation of credentials, in accordance by all methods available by law, including full
access to and the right to examine any document, papers and records either in hard copy or electronic, of
the Grantee involving transactions relating to this grant.
3.7 RECORDS RETENTION
The Grantee is accountable for all Grant Funds received under this Agreement and shall maintain, for a
minimum of four (4) years following the Department's final written approval of all required close-outs,
unless the Department notifies the Grantee prior to the expiration of the four years that a longer period is
required, adequate books, records, and supporting documents, including digital and electronic data, to
verify the amount, recipients and uses of all disbursements of Grant Funds passing in conjunction with this
Agreement. This Agreement and all books,, records and supporting documents related hereto shall .be
available for inspection -and audit by the Department, the Office of Inspector General, the Auditor General
of the State of Illinois, the Illinois Attomey General, or any of their duly authorized representative(s), and
the Grantee agrees to fully cooperate with any audit performed by the Auditor General or the Department.
Grantee agrees to provide full access to all relevant materials and to provide copies of same upon request.
Failure to maintain books, records and supporting documents required by this Agreement shall establish a
presumption in favor of the Department for the recovery of any Grant Funds paid by the Department under
this Agreement for which adequate books, records and supporting documentation are not available to
support their purported disbursement or expenditure.
If any of the services to be performed under this Agreement are subcontracted and/or if subgrants are
issued/awarded for the expenditure of Grant Funds provided under this Agreement, the Grantee shall
include in all such, subcontracts and subgrants, a provision that the Department, the Office of Inspector
General, and the Auditor General of the State of Illinois, or any of their duly authorized representatives,
will have full access to and the right to examine any pertinent books, documents, papers and records of any
such subcontractor or subgrantee involving transactions related to this Agreement for a period of four (4)
years following the Department's final approval of all required close-outs (financial and/or programmatic),
and any such subcontractor shall be governed by the same requirements to which the Grantee is subject
under this Agreement.
Page 9 Grant Number 09462012
PART IV
TERiMS AND CONDITIONS
4.1 AUTHORITY: PURPOSE: REPRESENTATIONS AND WARRANTIES
A. Authoritv The Department is authorized to make this grant pursuant to 20 ILCS 1105/3.
The purpose of this authority is as follows;
DCEO is authorized by 20 ILCS 1105/3 to administer for the State any energy programs and activities
under federal law, regulation or guidelines.
B. Purpose: Renresentations and Warranties The sole purpose of this grant is to fund the Grantee's
performance of the Project, described in Part 11 hereof, during the term of this grant. The Grantee
represents and warrants that the grant proposal/application submitted by the Grantee is in all material
respects true and accurate; that it is authorized to undertake the obligations set forth in this Agreement
and that it has obtained or will obtain and maintain all permits, licenses or other governmental
approvals necessary to perform the Project described in Part II.
4.2 PROJECT SCHEDULE: EXTENSIONS
A. Proiect Schedule The Grantee must complete the Scope of Work within the grant term. The
Department may require the submission of deliverables. Deliverables must be provided as directed by
the Department. For purposes of this Agreement, the Grant Period Begin Date shalt be the Project
Commencement Date and the Grant Period End Date shall be the Project Completion Date unless these
dates are clearly identified as distinctly different in the Part II Scope of Work.
B., Extensions Extensions of the grant term will be granted only for good cause. Grantees requiring an
extension of the grant term should submit a written request to the Program Manager prior to the grant
expiration date stating the reason for the extension. All extensions must comply with requirements of
Section 5.7.
Grantee's failure to adhere to the schedule set forth in Part II may be grounds for suspension or
termination of this Agreement pursuant to Section 5.5 herein. Further, failure by the Grantee to
comply, with the terms and conditions outlined in Part II, or with any additional terms and conditions
within the Agreement, may result in the Grantee being deemed ineligible by the Department for future
funding.
4.3 PAYMENT AND EXPENDITURE OF GRANT FUNDS
A. Expenditure of Funds: Rieht to Refund Payment of the grant amount specified in the Notice of Grant
Award shall be made to the Grantee as specified herein. Grant Funds provided under this Agreement
must be expended only to perform the tasks set forth in the Scope of Work attached as Part H of this
Agreement. In addition to reasons set forth in other sections of this Agreement, the Department will
require a refund from Grantee if (i) the total grant expenditures are less than the amount vouchered to
the Grantee from the Department pursuant to the Notice of Grant Award; or (ii) Grant Funds have not
been expended or legally.obligated within the grant term in accordance with Parts I and Part 11 hereof.
If the Department requires a refund under either of the above circumstances, the Grant Funds must be
returned to the Department within forty-five (45) days of the end of the grant term or the otherwise
effective Grant Agreement termination date.
B. Pavment Provisions: Prior Incurred Costs
Reimbursement
Page 10 Grant Number 09-462012
Payments to the Grantee are subject to the Grantee's submission and certification of eligible costs and
any documentation as required by the Department. Payment shall be initiated upon the Department's
approval of eligible costs and cash amount requested for reimbursement of those costs.
Prior Incurred Costs
Reimbursement of costs incurred prior to the beginning date as specified in the Notice of Grant Award
will be allowed only if specifically provided for in the Part Z Scope of Work, as approved by the
Department. If not clearly indentified in Part H, Scope of Work, any costs incurred prior to this
Agreement will be disallowed.
4.4 GRANT SPECIFIC TERMS/CONDITIONS
4.5 DEPOSIT OF GRANT FUNDS
Grant Funds paid in advance of realized costs must be kept in an interest bearing account and maintained
therein until used in accordance with the terms and conditions of this Agreement. The Department may
waive this requirement -upon a written request from the Grantee; however written Departmental approval
must be, received before any Grant Funds are kept in a non -interest bearing account. Grantee will be
responsible for the payment of interest to the Department at a rate equal to twelve percent (12%) per annum
on any of the Grant Funds kept in a non -interest bearingaccount without prior Departmental written
approval.
Any interest earned on these Grant Funds must be accounted for as provided in Section 4.6 of this
Agreement. Exceptions to Section 4.5 are not permissible without prior written approval by the
Department.
Grant Funds paid in reimbursement of previously paid costs may be kept in a non -interest bearing account
at the Grantee's discretion.
4.6 INTEREST EARNED ON GRANT FUNDS.
In accordance with federal Uniform Administrative Requirements for Grants and Cooperative Agreements,
the Grantee may be allowed to retain a portion of interest earned on Grant Funds awarded under this
Agreement, applying the following guidelines:
A. Interest retention limits by entity tvoe
(1) Governmental - Interest earned by units of state or local government on Grant Funds before
disbursement of the Grant Funds for activities is not program income and must be returned to the
federal Treasury through the Department, except that the unit of state or local government may
keep interest amounts of up to $100 per year for administrative expenses; and
(2) Non -governmental - Interest earned by non -governmental entities on Grant Funds before
disbursement of the Grant Funds for activities is not program income and must be returned to the
federal Treasury through the Department, except that the non -governmental entities may keep
interest amounts of up to $250 per year for administrative expenses; and
B. Any interest earned in excess of the allowable amount, �as calculated in 4.6 A(1) or 4.6 A(2), must be
returned as interest to the Department in accordance with the directions provided by the Department in
Section 5.3 herein; and
C. All interest earned must be accounted for and reported to the Department in the Final Financial Status
Report described in Section 5.3 herein.
Page I 1 Grant Number 09-462012
4.7 INTENTIONALLY LEFT BLANK
4.8 SUPPORT
Grantee, through its agents, employees and contractors, will provide all equipment, supplies, services and
other .'items of support which are necessary for the effective performance of the Project, unless the
Agreement specifically sets forth items of support to be provided by the Department.
4.9 OWNERSHIP. USE AND MAINTENANCE OF PERSONAL PROPERTY,
A. Ownership Subject to the provisions of this Section 4.9, and the remedies available to the Department
as set forth in Section 4.11 below, equipment and material authorized to be purchased with Grant
Funds becomes the property of the Grantee. Grantee will maintain an inventory or property control
record for all equipment and material purchased with Grant Funds.
B. Use: Maintenance: Insurance During the Grant term, the Grantee must:
(1) use equipment and materials acquired with Grant Funds only for the approved Project purposes set
forth in Part II; and (2) provide sufficient maintenance on the equipment and materials to permit
achievement of the approved Project purposes and maintain, at its own expense, insurance coverage on
all equipment and material purchased with Grant Funds, for its full insurable value, against loss,
damage and other risks ordinarily insured against by owners or users of similar equipment and material
in similar businesses.
C. Prohibition Aeainst Disnosition/Encumbrance The Grantee is prohibited from, and may not sell,
transfer, encumber (other than original financing) or otherwise dispose of said equipment or material
during the grant term without prior written approval of the Department.
4.10 PUBLIC INFORMATION REOUIREMENTS
For the duration of the Agreement, the Grantee will prominently acknowledge the participation of the
Department in the. Project in all press releases, publications and promotional materials presented to the
media or otherwise dissemination published concerning the Project. The Grantee must provide the
Department with copies of any proposedpress releases, publications and promotional materials not less,
than ten (10) days before these materials are disseminated. Grantee will submit copies of any press
releases, publications and promotional materials to the Department's Project Manager.,
The Grantee will provide adequate advance notice pursuant to Section 4.12 of promotional events such as
open houses, dedications, or other planned publicity events; and will also coordinate in the planning of said
events. Any materials or displays to be distributed in connection with the promotional event must be
submitted to the Department in advance of publication or dissemination and must prominently
acknowledge the Department's participation in the Project.
4.11 DEPARTMENT REMEDIES
In addition to any remedies found elsewhere in this Agreement or at law, the Department may elect any of
the following remedies in the event this Agreement is terminated pursuant to Section 5.5 herein. Grantee
must comply with the Department's direction within 45 days following written notice or demand from the
Department.
A. The Department may direct the Grantee to refund all grant moneys disbursed to it under this
Agreement;
B. The Department may direct the Grantee to remit.an amount equivalent to the "Net Salvage Value" of
all equipment or materials purchased with Grant Funds provided under this Agreement. For purposes
of this Agreement, "Net Salvage Value" is defined as the amount realized, or that the Parties agree is
Page 12 Grant Number 09-462012
likely to be realized from, the We of equipment or materials purchased with Grant Funds provided
under this Agreement at its current fair market value, less selling expenses;
C. The Department may direct the Grantee to transfer ownership of equipment or material purchased with
Grant Funds provided under.this Agreement to the Department or its designee.
4.12 NOTICES
Notices and other communications provided for herein shall be given in writing by first class mail, by
registered, or certified mail, return receipt requested, by receipted hand delivery, by courier (UPS, Federal
Express or other similar and reliable carrier), by e-mail, or by fax showing the date and time of successful
receipt. Notices shall be sent to the respective party at the address set forth on the signature page hereto, or
to such other authorized designees as the parties may designate in writing from time to time. Grantee is
responsible for providing the Department with correct address and contact, information for itself and its
designees.. Any notice to the Grantee shall be deemed to have been provided if sent to the address or
contact information on the signature page or to the address of an authorized designee. Notice to the
Department is deemed to have been provided at the time it is actually received.
4.13 COMPLAINT PROCESS
In the event of a Grantee complaint, the Department's Administrative Hearing Rules shall govern and said
rules can be found at Title.56 Illinois Administrative Code, Section 2605.
4.1.4 GRANT FUNDS RECOVERY ACT (30 ILCS 705/1. ET SEOJ
This Agreement is subject to all applicable provisions of the Illinois Grant Funds Recovery Act, including
the requirement that any Grant Funds not expended or legally obligated at the expiration or termination of
the Grant term must be returned to the Department within 45 days following said expiration or termination.
Notwithstanding any provision specified elsewhere in this Agreement regarding the treatment of interest
earned on the Grant Funds, any interest earned on Grant Funds that is, not expended or legally obligated
during the Grant term must also be returned to the Department within 45 days following the expiration or
termination of this Agreement.
4.15 GRANT PROJECT MANAGEMENT
All necessary and ordinary communications, submittals, approvals, requests and notices, related to- the
Project shall be submitted to:
Wayne Hartel
Illinois Department of Commerce and Economic Opportunity
620 E. Adams St.
Springfield, IL 62701
4.16 FEDERALLY FUNDED GENERAL GRANT PROVISIONS
A. Lobbvine Restrictions The Grantee acknowledges that receipt of Grant Funds under the Agreement
may require compliance with Section 319 of Public Law 101-121 (31 U.S.C.A. 1352) regarding the
certification and disclosure of lobbying activities with the Federal Government, and agrees to comply
with those provisions, and all federal rules promulgated by the United States Department•of Health and
Human Services, the funding source for implementation of programs operated under this: Agreement;
and will require that this assurance of compliance is part of any sub -agreements executed hereunder.
By executing this Agreement on behalf of the Grantee, the Authorized Signatory hereby certifies, to
the best of his or her knowledge and belief, that:
Page 13 Grant Number 09462012
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Grantee, to
any person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of a Member of Congress in connection with the
awarding of any Federal contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract. grant, loan or cooperative agreement, the Grantee shall
complete and submit Standard Form -LLL., "Disclosure Form to Report. Lobbying," in accordance
with its instructions.
(3) The Grantee shall require that the language of this certification be included in the award
documents for: all subawards at all tiers (including subcontracts, subgrants and contracts under
grants, loans, and cooperative .agreements) and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made and entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by Section 1352, title 31, U.S. Code, Any person who failed to
file the required certification shall be subject to civil penalty of not less than $10,000 and not more
than $I00,000 for each such fibre.
B. Debarment The Grantee certifies that neither it nor its principals is presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in, the
Agreement by any Federal department or agency.
C. Environmental Tobacco Smoke Public Law 103-227, Part C. Environmental Tobacco Smoke, also
known as the Pro -Children Act of 1994 (Tobacco Act), requires that smoking not be permitted in any
portion of any indoor facility owned or leased or contracted for by an entity and used: routinely or
regularly for the provision of health, day care, education, or library services to children under the age
of 18 if the services are funded by Federal programs either directly or through States or local
governments by Federal grant, contract, loan or loan guarantee. This language must be included in all
sub -awards containing provisions for children's services.
Page 14 Grant Number 09-462012
PART V
GENERAL PROVISIONS
5.1 GRANTEE REPRESENTATIONS AND WARRANTIES: GRANTEE GENERAL COVENANTS
A: Grantee Representations and Warranties In. connection with the execution and delivery of this
Agreement, the Grantee makes the following representations and warranties to the Department:
(1) That it has all requisite authority to carry on its business and to execute, deliver and consummate
the transactions contemplated by this Agreement;
(2) That its employees, agents and officials are competent to, perform as required under this
Agreement;
(3) That it is the real party in interest to this. Agreement and is not acting for or on behalf of an
undisclosed party;
(4) That it has taken all necessary action under its governing documents to authorize the execution
and performance of this Agreement under the terms and conditions stated herein;
(5) That it has no public or private interest, direct or indirect, and shall not acquire, directly or
indirectly any such interest which does or may conflict in any manner with the performance of the
Grantee's services and obligations under this Agreement;
(6) That no member of any governing body or any officer, agent or employee of the State, is
employed by the Grantee or has a financial or economic interestdirectly in this Agreement, or any
compensation to be paid hereunder except as may be permitted applicable statute, regulation or
ordinance;
(7) That there is no action, suit or proceeding at law or in equity pending, nor to the best of Grantee's
knowledge, threatened, against or affecting the Grantee, before any- court or before any
governmental or administrative agency, which will have a material adverse effect on the
performance required by this Agreement;
(8) That to the best of the Grantee's knowledge and belief, the Grantee, its principals and key project
personnel:
(a) Are not presently declared ineligible or voluntarily excluded from contracting with any
Federal or State department or agency;
(b) Have not within a three-year period preceding this Agreement been convicted of any felony;
been convicted of a criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State, or local) transaction or contract under a public
transaction; had a civil judgment rendered against them for commission of fraud; been found
in violation of Federal or State antitrust statutes; or been convicted of embezzlement, theft,
larceny, forgery, bribery, falsification or destruction of records, making false statement, or
receiving stolen property; and
(c) Are not presently indicted for or otherwise criminally or civilly charged by a government
entity (Federal, State or local) with commission of any of the offenses enumerated in sub-
paragraph (b) of this certification.
Any request for an exception to the provisions of this paragraph must be made in writing, listing
the name of the individual, home address, type of conviction and date of conviction.
Page 15 Grant Number 09-462012
(9) That this Agreement has been duly executed and delivered on behalf of the Grantee and
constitutes a legal, valid and binding obligation of the Grantee, enforceable in accordance with its
terms, except to the extent that enforcement of any such terms may be limited by
(a) Applicable bankruptcy, reorganization, debt arrangement, insolvency or other similar laws
generally affecting creditors' rights; or
(b) Judicial public policy limitations upon the enforcement of certain remedies including those
which a court of equity may in its discretion decline to enforce; and performance required
under this Agreement; and
(10)Grantee certifies that it is not currently operating under or subject to any cease and desist order, or
subject to any informal or formal regulatory action, and, to the best of Grantee's knowledge, that it
is not currently the subject of any investigation by any state or federal regulatory, law enforcement
or legal authority. Should it become the subject of an investigation by any state or federal
regulatory, law enforcement or legal authority, Grantee shall promptly notify the Department of
any such investigation. Grantee acknowledges that should it later be subject to a cease and desist
order; :Memorandum of Understanding,, or found in violation pursuant to any regulatory action or
any court action or proceeding before any administrative agency, that the Department is authorized
to declare Grantee in default of. this. Agreement and suspend or terminate the Agreement pursuant
to Section 5.5.
B. General. Covenants In connection with the execution and delivery of this Agreement, the Grantee
makes the following covenants to the Department, which are in addition to any specific covenants
contained in this Agreement:
(1) That it will use Grant Funds only for the purposes set forth in the Budget and Scope of Work,
Parts I and II, respectively, or this Agreement;
(2) That all warranties .and representations made by the Grantee in this Agreement shall be true,
accurate and complete for the term of the Agreement;
(3) That it shall be subject to, obey, and adhere to any and all federal, state and local laws, statutes,
ordinances, rules, regulations and executive orders as are now or may be in effect during the term
of this Agreement which may be applicable to the Grantee;
(4) That it shall remain solvent and able to pay its debts as they mature. In the event of bankruptcy
filing by the Grantee, voluntary or involuntary, the Department may decline to make any further
payment, which may -otherwise be required under this Agreement;
(5) That it shall immediately notify the Department of any and all events or actions that may
materially adversely affect its ability to carry on its operations or' perform any or all of its
obligations under this Agreement; and
(6) That it shall not enter into any other agreement or transaction that would conflict with the
performance of its duties hereunder.
5.2 APPROPRIATION: NONAPPROPRIATION/INSUFFICIENT APPROPRIATION: REDUCED
FUNDING SOURCES/REVENUES
A. Aonronriation The Grantee is hereby given actual knowledge that pursuant to the State Finance Act, 30
ILCS 105/30, payments under this grant are contingent upon the existence of a valid appropriation
therefore and that no officer shall contract any indebtedness on behalf of the State, or assume to bind
the State in an amount in, excess of the money appropriated, unless expressly authorized by law.
Page 16 Grant Number 09-462012
B: Non-at)nronriation/Insufficient AoDrobriation Payments pursuant to this Agreement are subject to the
availability of applicable federal and/or state funding from the Department and their appropriation and
authorized expenditures. under. State law. The Department shall use its best efforts to secure sufficient
appropriations to fund this Agreement. However, the Department's obligations hereunder shall cease
immediately, without penalty or further payment being required, if the Illinois General Assembly or
federal funding source fails to make an appropriation sufficient to pay such obligation. The
Department; at its sole discretion, shall determine whether amounts appropriated are sufficient to
continue its obligations under this Agreement. Termination resulting from non -appropriation or
insufficient appropriation shall be in accordance with Section 5.5(A)(1) hereof. Any grant is void by
operation of law if the Department fails to obtain the requisite appropriation to pay the grant in any
year in which this Agreement is in effect.
C. Reduced Fundine Sources/Revenues The Department reserves the right to reduce the amount to be
paid to Grantee under this Agreement if the Department determines that it is in the best interest of the
State of Illinois to reduce its obligation under this Agreement as a result of the occurrence of any of the
following events during the term of the Agreement:
(1) Receipts from revenues which provide the funding for this Agreement either fall significantly
short of anticipated levels, or significantly decrease, or
(2) Other sources (external grants, contracts, awards, etc.) providing funds for this Agreement are
decreased or withdrawn. If such an event occurs, the Department will notify the Grantee as soon as
possible. If the Department and Grantee are able to agree on a reduced compensation amount and
a corresponding reduced scope of services, the parties shall execute a grant modification so
stating. If the Department and Grantee are unable to agree on the reduced compensation and
reduced scope of services, the Department shall terminate the Grant in accordance with the
provisions of Section 5.5(A)(2) herein.
5.3 GRANT CLOSE-OUT
A. Final Financial Status Report In addition to any other reporting requirements specified in this
Agreement, the Grantee shall complete and submit a Final Financial Status Report on forms provided
by the Department, within forty-five (45) days of the.earlier of the Grant Period end date or the
effective date of termination of this Agreement. The Grantee should refer to the Welcome Package and
the Reports Deliverable Schedule for the specific reporting requirements and due dates. The Grantee
must report on the expenditure of Grant Funds provided by the State, and if applicable, the Grantee's
required matching funds. The Grantee is responsible for taking the necessary steps to correct any
deficiencies disclosed by such Final Financial Status Report, including such action as the Department,
based on its review of the report, may direct.
B. Grant Refunds In accordance with the Illinois Grant Funds Recovery Act,.30 ILCS 705/1, et seq., the
Grantee must, within forty-five (45) days of the earlier of the Grant Period end date or the effective
date of termination of this Agreement, refund to the Department, any balance of Grant Funds not spent
or not obligated as of said date.
5.4, DEFAULT AND REMEDIES
The occurrence of any of the following events, during the grant term, shall constitute a default:
A. Grantee shall fail to observe or perform any covenant or agreement contained in this Agreement,
including the Exhibits hereto;
B. Any representation, warranty, certificate or statement made by the Grantee in this Agreement,
including the Exhibits hereto, or in any certificate; report, financial statement or other document
delivered pursuant to this Agreement shall prove to have been incorrect when made in any material
respect;
Page 17 Grant Number 09-462012
C. Grantee shall commence a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now
or hereafter in. effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate action to authorize any of the
foregoing;
D. An involuntary case or other proceeding shall be commenced against the Grantee seeking liquidation,
reorganization or other relief with respect to it or its delfts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its property, and such involuntary case
or other proceedings shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Grantee under the federal bankruptcy laws as now or hereby after in
effect;
E. The Grantee permanently ceases the conduct of active trade or business at the location specified in Part
II, Scope of Work, for any reason, including, but not limited to, fire or other casualty;
F. Company fails to provide the Company Contribution, if applicable, as identified in Part II, Scope of
Work;
G. Grantee -defaults on a loan from a third party. Grantee shall provide the Department with immediate
notice upon making a determination that it will default on a loan.
Grantee shall have 30 days from the date Department notifies it of the occurrence of a default to cure the
default to Department's satisfaction. Grantee's failure to cure, or to initiate a cure which is satisfactory to
the Department, shall be a sufficient basis for the Department to terminate this Agreement and to direct
Grantee to refund all Grant Funds disbursed to it by the Department within thirty (30) days of receipt of the
notice of termination,.
At the Department's discretion the Grantee shall be responsible for the payment of interest at a rate equal to
twelve percent (12%) per annum for any amount of the Grant Funds which it has not refunded to the
Department beginning thirty (30) days from the date the termination notice is sent by the Department and
continuing to the date that all Grant Funds are refunded by Grantee or recovered through other legal
processes available to the Department.
5.5 'GERMINATION: SUSPENSION
A. This Agreement may be terminated as follows:
(1) Non-anorooriation. Insufficient Aooronriation In. the event of non -appropriation or insufficient
appropriation as described in Section 5.2(B) above, Grantee shall be paid for non -cancelable,
allowable expenditures incurred in the performance of authorized services under this Agreement
prior to the effective date of termination. which shall be the date stated in the written termination
notice provided to Grantee. The Department shall provide such notice to Grantee as soon as
possible after it becomes aware of such non -appropriation or insufficient appropriation. Any
refunds due the Department shall be submitted in accordance with the provisions of Section 5.3(B.)
hereof.
(2) Reduced Fundine Sources/Revenues In the event the parties are unable to agree on a -reduced
amount of compensation and scope of services necessitated due to a reduction in revenues or other
funding sources for this Agreement as described in Section 5.2(C) above, Grantee shall be paid for
non -cancelable, allowable expenditures incurred in the performance of authorized services under
Page 18 Grant Number 09462012
this Agreement prior to the effective date of termination which shall be the date stated in the
written termination notice provided to Grantee. Any refunds due the Department shall be
submitted in accordance with the provisions of Section 5.3(B) hereof.
For Cause If the Department determines that the Grantee has failed to comply with any of the
covenants, terms, conditions or provisions of this Agreement, or any other application, proposal or
grant award executed by the Department and the Grantee, including any applicable rules or
regulations, or has made a false representation or warranty in connection with the receipt of the
grant, the Department may terminate this Agreement in whole or in part at any time before the
expiration date of this Agreement. The Department shall notify the Grantee in writing of the
reasons for the termination and the effective date of the termination. Grantee shall not incur any
costs after the effective date of the termination. Payments made to the Grantee or recovery by the
Department shall be in accord with the legal rights and liabilities of the parties.
In the event of termination for cause, Grantee shall also be subject to any other applicable
provisions specified elsewhere in this Agreement.
Termination for cause may render the Grantee ineligible for consideration for future grants from
the Department for a period not to exceed two (2) -
years-(3) For Convenience The Grantee acknowledges that this grant was made by the Department based
on its determination that the activities to be funded under this Agreement are in furtherance of
either the Department's statutory requirements or its program objectives. The Grantee further
acknowledges that the Department may unilaterally terminate this Agreement based on its good
faith determination that the continued expenditure of Grant Funds under this Agreement is no
longer in furtherance of said statutory requirements or program objectives. Termination for
convenience shall be effective upon delivery of notice to Grantee pursuant to Section 5.10(F)
hereof. The Grantee shall not incur new obligations after the effective date of the termination, and
shall cancel as many outstanding obligations as possible. The Department shall allow full credit to
the Grantee for properly incurred expenditures made in connection with the Grant in accordance
with the provisions of. Part I (Budget) and Part II (Scope of Work). Grant refunds shall be
submitted in accordance with the provisions of Section 5.3(B) hereof.
B. Susnension If the Grantee fails to comply with the specific conditions and/or general terms and
conditions of this Agreement, the Department may, upon written notice to the Grantee, suspend this
Agreement, withhold further payments and prohibit the Grantee from incurring additional obligations
of Grant Funds, pending corrective action by the Grantee or a decision to terminate this Agreement.
The Department may determine to allow such necessary and proper costs, which the Grantee could not
reasonably avoid during the period of suspension provided that the Department agrees that such costs
were necessary and reasonable and incurred in accordance with the provisions of this Agreement.
5.6 INDEMNIFICATION
A. Non -Governmental Entities The Grantee agrees to assume all risk of loss and to indemnify and hold
the State, its officers, agents and employees, harmless from and against any and all liabilities,
demands, claims, suits, losses, damages, causes of action, fines or judgments including costs,
attorneys' and witnesses' fees, and .expenses incident thereto, relating to bodily injuries to persons
(including death) and for loss of, damage to, or destruction of real and/or tangible personal property
(including property of the State) resulting from the negligence or misconduct of Grantee, its
employees, agents, or subcontractors or subgrantees in the performance of this Agreement. Grantee
shall do nothing to prejudice the State's right to recover against third parties for any loss, destruction or
damage to State property and shall, at the State's request and expense, furnish to the State reasonable
assistance and cooperation including assistance in the prosecution of suit and the execution of
instruments of assignment in favor of the State in obtaining recovery.
Page 19 Grant Number 09-462012
The Grantee shalt, at its expense, defend the State against all claims asserted by any .person that
anything provided by Grantee infringes a patent, copyright, trade secret or other intellectual property
right and shall, without limitation, pay the costs, damages and attorneys' fees awarded against the State
in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other
promptly of any matters to which this provision may apply and to. cooperate with each other in
connection with such defense or settlement.
B. Governmental Entities In the event that. the Grantee is a Governmental Entity, it will indemnify and
hold harmless the Department as set out herein to the extent authorized by Federal and/or State
constitutions(s) and/or laws.
5.7 MODIFICATION BY OPERATION OF LAW; BUDGET MODIFICATIONS; DISCRETIONARY
MODIFICATIONS
A. Modifications by Overation of Law This Agreement is subject to such modifications as the Department
determines may be required by changes in Federal or State law or regulations applicable to this
Agreement. Any such required modification shall be incorporated into and become part of' this,
Agreement as if fully set forth herein. The Department shall timely notify the Grantee of any pending
implementation of or proposed amendment to such regulations of which it has notice.
B. Budget .Modifications Grantee must expend the Grant Funds in accordance with the approved budget.
set forth in Part I hereof. If the Grantee determines that its expenditures for the grant term will vary
from theamounts listed in the approved project budget it must submit a written request for approval
from the Department prior to incurring the revised costs. Said request must give the reasons for and
amounts of the revisions: If the Department approves the revised expenditures, it will provide the
Grantee with a revised Project Budget incorporating the revisions.. Grantee's failure to obtain written
approval for anticipated budget revisions is a sufficient reason for the Department to disallow any costs
not included in the original project budget and require a refund from the Grantee.
The Grantee may make a line item transfer up to the allowable variance percentage/amount of the total
approved line item budget as specified in Part I Budget without prior written approval of the
Department, subject to the following conditions:
(1) Modifications Reauiring Departmental AoDroval If the Grantee determines that its expenditures
will vary from the approved budgeted line item amounts listed in Part _I Budget by more than the
allowable variance percentage/amount for any given line item expenditure, but, will not exceed
the total grant award, it shall submit a written request for approval from the Department prior to
incurring the revised costs. Modification requests shall give the reasons for and amounts of the
revisions. If the Department approves the revised expenditures, it will provide the Grantee with
a revised project Part_I Budget incorporating the revisions. Grantee's failure to obtain written
approval for anticipated budget revisions shall be deemed sufficient for the Department to
disallow any costs not included in the original project budget and require a refund from the
Grantee.
(2) Discretionary Transfers Transfers between approved line items that do not exceed the allowable
variance percentage/amount of the original approved budget line item may be made at the
Grantee's discretion without the Department's approval. For purposes of the allowable
discretionary t-ansfer(s), the line item to which the transfer is made cannot be increased by more
than the allowable variance percentage/amount of the original approved line item. Additionally,
the allowable discretionary transfer does not apply to an Audit line item (if present). Any and all
modifications to an existing Audit line item may only be made with the Department's prior
written approval.
C. Dsscretionary Modifications If either the Department or the Grantee wishes to modify the terms of this
Agreementother than as set forth in Sections 5.7(A) and 5.7(B) above, written notice of the proposed
Page 20 Grant Number 09-462012
modification must be given to the other party. Modifications will only take -effect when agreed to in
writing by both the Department and the Grantee. However, if the Department notifies the Grantee in
writing of a proposed modification, and the Grantee fails to respond to that notification, in writing,
within thirty (30) days, the proposed modification will be deemed to have been approved by the
Grantee. In making an objection to the proposed modification, the Grantee shall specify the reasons
for the objection and the Department shall consider those objections when evaluating whether to
follow through, with the proposed modification. The Department's notice to the Grantee shall contain
the Grantee name, Grant number, modification number, purpose of the revision and signature of the
Department's Director.
D. Unilateral Modifications The parties agree that the Department may unilaterally modify this
Agreement without prior approval of the Grantee when the modification is initiated by the Department
for the sole purpose of increasing the Grantee's funding allocation as additional funds become
available for the grant during the program year covered by the term of this Agreement. The parties
further agree that the thirty (30) day period for objection described in Section 5.7(C) above does not
apply to the unilateral modification authority described in Section 5.7(D).
E. Manasement Waiver The parties, -agree that the Department may issue a waiver of specific
requirements of this Agreement after the term of the Agreement has expired. These waivers are
limited to requirements relating to the Grantee's compliance with existing audit requirements in the
Agreement, retention of interest. earned by the Grantee on Grant Funds, variances to budgetary line
items, non -material changes to the Scope of Work in Part II, and any other non -material changes to
specific grant terms that the Department determines are necessary to place the Grantee in
administrative compliance with the terms of this Agreement. A management waiver issued after the
term of the Agreement has expired will supersede the original requirements of this Agreement that
would normally require a modification of this Agreement to be executed. The Department will make
no modifications of this Agreement not agreed to prior to the expiration of the Agreement beyond what
is specifically set forth in this section.
F. Term Extensions The Grantee acknowledges that all Grant Funds must be expended or legally
obligated during the grant term set forth in the Notice of Grant Award. Pursuant to the Grant Funds
Recovery Act (30 ILCS 705/1 et. seq.), no grant term may be extend beyond a two-year period unless
the Grant Funds are expended or legally obligated during that initial two-year period, or unless Grant
Funds are disbursed in reimbursement of costs previously incurred by the grantee.
5.8 CONFLICT OF INTEREST; INTEREST OF PUBLIC OFFICIALS/ EMPLOYEES;
BONUS/COMMISSION PROHIBITED; HIRING OF STATE EMPLOYEES PROHIBITED; DUE
DILIGENCE IN EXPENDITURE OF GRANT FUNDS
A. Conflict of Interest A conflict of interest exists if a Grantee's officers, directors, agents, employees and
family members use their position for a purpose that is, or gives the appearance of, being motivated by
a desire for a private gain, financial or nonfinancial, for themselves or others, particularly those- with
whom they have family business or other ties. The Grantee must establish safeguards to prohibit such
a conflict of interest from occurring. Safeguards, evidenced by rules or bylaws, shall also be
established to prohibit persons from engaging in actions, which create or which appear to create a
conflict of interest as described herein.
The Grantee must immediately notify the Department in writing of any.aetual or potential conflicts of
interest, as well as any actions that create or which appear to create a conflict of interest.
B. Interest of Public Officials/Emt7lovees
(1) Governmental Entitv If the Grantee is a governmental. entity, the Grantee certifies that no conflict
of interest as defined in Section 5.8A exists. Further, Grantee certifies that no officer or employee
of the Grantee and no member of its governing body and no other public official of the locality in
which the program objectives will be carried out who exercises any functions or responsibilities in
Page 21 Grant Number 09-462012
the review or approval of the undertaking or carrying out of such objectives shall participate in any
decision relating to any contract negotiated under a program grant which affects his/her personal
interest or the interest of any corporation, partnership or association in which he/she is directly or
indirectly interested, or has any financial interest, direct or indirect, in such contract or in the work
to be performed under such contract.
(2) Nonaovernmental Entitv If the Grantee is a nongovernmental entity, the Grantee certifies that no
conflict of interest as defined in Section 5.8A exists. If sµch a conflict or appearance thereof
exists or arises, the Grantee must provide immediate notification to the Department as provided in
Section 5.8A. The Department may, in its discretion, issue Grant Funds if it determines that
appropriate safeguards are in place and that it is in the best interest of the State to proceed.
Violations of Section 5.8 may result in suspension or termination of this Agreement, and recovery
of Grant Funds provided. hereunder. Violators may also be criminally liable under other applicable
State or Federal laws and subject to actions up to and including, felony prosecution.
C. Bonus or Commission Prohibited The Grantee shall not pay any bonus or commission for the purpose
of obtaining the grant awarded under this Agreement.
D. Hirine State Emnlovees Prohibited No State officer or employee may be hired to perform services
under this Agreement, or be paid with Grant Funds derived directly or indirectly through this grant.
without the written approval of the Department.
59, APPLICABLE STATUTES
A. Grantee Resaonsibility All applicable Federal, State and local laws, rules and regulations governing
the performance required by Grantee shall apply to this Agreement and will be deemed to be included
in this Agreement the same as though written herein in full. Grantee is responsible for ensuring
compliance with all applicable laws,rules and regulations, including, but not limited to those
specifically referenced herein. Except where expressly required by applicable laws and regulations,
the Department shall not be responsible for monitoring Grantee's compliance.
B. Land Trust/Beneficial Interest Disclosure Act ( 765 ILCS 405/2.11 No grant award Grant Funds shall
be paid to any trustee of a land trust, or any beneficiary or beneficiaries of a land trust, for any purpose
relating to the land, which is the subject of such trust, any interest in such land, improvements to such
land or use of such land unless an affidavit is first filed with the Department identi4ring each
beneficiary of the land trust by name and address and defining such interest therein.
C. Historic Preservation Act (20 ILCS 3420/1 et sect.) The Grantee will not expend Grant Funds under
this Agreement which result in the destruction, alteration, renovation, transfer or sale, or utilization of
a historic property, structure or structures, or in the introduction of visual, audible or atmospheric
elements to a historic property, structure or structures, which will result in the change in the character
or use of any historic property, except as approved by the Illinois Historic Preservation Agency.
D. State of Illinois Discrimination Laws (775 ILCS 511-101 et seq.) In carrying out the performance
required under this Agreement, the Grantee shall comply with all applicable provisions of the Illinois
Human Rights Act, and rules and regulations promulgated by the 'Illinois Department of Human
Rights, prohibiting unlawful discrimination in employment. Grantees failure to comply with all
applicable provisions of the Illinois Human Rights Act, or applicable rules and regulations
promulgated thereunder, may result in a determination that Grantee is ineligible for future contracts or
subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and
this Agreement may be canceled or voided in whole or in part, and such other sanctions or penalties
may be imposed or remedies invoked as provided by statute or regulation.
E. Druafree Workplace Act (30 ILCS 580/1 et seq.) Grantee will make the certification required in this
Agreement and will comply with all of the provisions of the Drugfree Workplace Act that are ,
Page 22 Grant Number 09-462012
applicable to the Grantee. False certification or violation of the requirements of the Drugfree
Workplace Act may result in sanctions including, but not limited to, suspension of grant payments,
termination of this Agreement and debarment of contracting or grant opportunities with the State for at
least one (1) year but not more than five (5) years.
F. Freedom of Information Act (5 ILCS 140/1 et sea.) Applications, programmatic reports and other
information obtained by the Department under this Agreement shall be administered pursuant to the
Freedom of Information Act.
G. Prevailine Waee Act (820 ILCS 130/0.01 et sea.) All projects for the construction or demolition of
fixed works which are financed in whole or in part with bonds, grants, loans, or other funds made
available by or through the State or any of its political. subdivisions; including the Grant Funds
provided by this Agreement shall be subject to the Prevailing Wage Act (820 ILCS 130/0.01) unless
the provisions of that Act exempt its application. In implementing the project, the Grantee shall
comply with the requirements of.the Prevailing Wage Act, including, but not limited to, inserting into
all contracts for such construction or demolition a stipulation to the effect that not less than the
prevailing rate of wages as applicable to the project shall be paid to all laborers, workers and
mechanics performing work under the contract and requiring all bonds of contractors to include a
provision as will guarantee the faithful performance of such prevailing wage clause as provided by
contract. If the Grantee has awarded work without a contract, it shall provide the aforementioned
written notice to the contractor on a separate document. The provisions of the Prevailing Wage Act
apply to both contractors and sub -contractors performing work on any project funded by this grant.
H. Victims Economic Security and Safetv Act (820 ILCS 180 et sea.) If the Grantee has 50 or more
employees, it may.not discharge or discriminate against an employee who is a victim of domestic
violence, or who has a family or household member who is a victim of domestic violence, for taking
up to a total of twelve (12) work weeks of leave from work during any twelve month period to address
the domestic violence, pursuant to the Victims Economic Security and Safety Act, The Grantee is not,
required to providepaid leave under the Victims Economic Security and Safety Act, but may not
suspend group health plan benefits during the leave period. Any failure on behalf of the Grantee to
comply with all applicable provisions of the Victims Economic Security and Safety Act, or applicable
rules and regulations, promulgated thereunder, may result in a determination that the Grantee is
ineligible for future contracts or subcontracts with the State of Illinois or any of its political
subdivisions or municipal corporations, and this Agreement may be cancelled or voided in whole or, in
part, and such other .sanctions or penalties may be imposed or remedies invoked, as provided by Statute
or regulation.
Equal Pay Act of 2003 (820 ILCS 112 et seq.) If the Grantee has four or more employees, it is
prohibited by the Equal Pay Act of 2003 from paying unequal wages to men and women for doing the
same or substantially similar work. Further, the Grantee is prohibited by the Equal Pay Act of 2003
from remedying violations of the Act by reducing the wages of other employees or discriminating
against any employee exercising his/her rights under this Act. Any failure on behalf of the Grantee to
comply with all applicable provisions of the Equal Pay Act of 2003, or applicable rules and regulations
promulgated thereunder, may result in a determination that the Grantee is ineligible for future contracts
or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations,
and this Agreement may be cancelled or voided in whole or in part, and such other sanctions or
penalties may be imposed or remedies invoked, as provided by Statute or regulation.
J. Steel Products Procurement Act (30 ILCS 565 et sea.) The grantee, if applicable, hereby certifies that
any steel products used or supplied in accordance with this grant for a public works project shall be
manufactured or produced in the United States per the requirements of the Steel Products Procurement
Act (30 ILCS 565 et seq.).
5.10 MISCELLANEOUS PROVISIONS
Page 23 Grant Number 09-462012
A. Indeaendence of Grantee Personnel All technical, clerical, and other personnel necessary for the
performance required by this Agreement shall be employed by or contracted with Grantee, and -shall in
all respects be subject to the rules and regulations of Grantee governing its employees. Neither
Grantee nor its personnel shall be considered to be the agents or employees of the Department.
B. Grantor Authority The Department and its payroll employees, when acting pursuant to this
Agreement, are ac-ting as State officials in their official capacity and not personally or as the agents of
others.
C. Governine Law This Grant is awarded in the State of Illinois for execution within the State of Illinois.
This Agreement shall be governed by and construed according to Illinois law.
D. Worker's Comoensation Insurance. Social Securitv. Retirement and Health Insurance Benefits. and
Taxes The Grantee shall provide Worker's Compensation insurance where the same is required and
shall accept full responsibility for the payment of unemployment insurance, premiums for Workers'
Compensation, Social Security and retirement and health insurance benefits, as well as all income tax
deduction and any other taxes or payroll deductions required by law for its employees who are
performing services specified by this Agreement.
E. Delivery of Grantee Pavments Payment to the Grantee under this Agreement shall be made payable in
the name of the Grantee and sent to the person and place specified in the Notice of Giant Award. The
Grantee may change the person to whom payments are sent, or the place to which payments are sent by
written notice to the Department signed by the Grantee, that complies with the requirements of Section
5.10(F) below. No such change or payment notice shall be binding upon the Department until ten (10)
business days after actual receipt.
F. Notice Any notice, demand, or communication required or permitted to be given hereunder shall be
given in writing at the addresses set forth in the Notice of Grant Award by any of the following means:
(a) personal service, (b) electronic communication, whether by telex, telegram or telecopy, (c)
overnight courier, or (d) registered or certified fast class mail, postage prepaid, return receipt
requested. Any notice, demand or communication given pursuant to either clause (a) or (b) hereof
shall be deemed received upon such personal service or upon dispatch by electronic means,
respectively. Any notice, demand or communication given pursuant to clause (c) shall be deemed
received on the day immediately following deposit with the overnight courier. Any notice, demand or
communication sent pursuant to clause (d) shall be deemed received five (5) business days after
mailing. The parties, by notice given hereunder, may designate any further or different addresses to
which subsequent notices, demands or communications shall be given.
The Grantee acknowledges and agrees that its address set forth in the Notice of Grant Award is its
current address and shall be considered its last, known address for purposes of receiving any and all
notice(s) required under this Agreement. The Grantee further acknowledges and agrees that the
Department is justified in relying upon the address information furnished to it by the Grantee in
absence of notice to the contrary. The Grantee also acknowledges and agrees that it has the burden of
notifying the Department of its current/last known address. In the event that the Grantee changes its
current address, it shall contact its Program Manager and notify him/her of said change of address and
a formal modification will be executed.
G. Required Notice Grantee agrees to give prompt notice to the Department of any event that may
materially affect: the performance required under this Agreement. Any notice or approval relating to
Section 5.5 (Termination), Section 5.7C (Discretionary Modifications), Section 5.7E (Waivers), and
Section 5.10I (Assignment) must be executed by the Director of the Department or her/his authorized
designee.
H. Modifications. A modification of any condition of this Agreement must be requested in writing. No
modification of any condition of this Agreement may be effective unless in writing from and signed by
the Director of the Department.
Page 24 Grant Number 09-462012
I. Assignment The benefits of this Agreement and the rights, duties and responsibilities of the Grantee
under this Agreement may not be assigned (in whole or in part) except with the express written
approval of the Department acting through its Director. Any assignment by the Grantee in violation of
this provision renders this Agreement voidable by the Department.
J. Severability Clause If any provision under this Agreement or its application to any person or
circumstances is held invalid by any court of competent jurisdiction, this invalidity does not affect any
other provision or its application of this Agreement, which can be given effect without the invalid
provision or application.
K, Integration Clause This Agreement, with attachments, as written, is the full and complete agreement
between the parties and there are no oral agreements or understandings between the parties other than
what has been reduced to writing herein.
L. Comptroller Filing Notice The Grantee expressly understands that whenever applicable, a copy of this
Agreement and any modification, cancellation or renewal is required to be filed by the Department
with the State Comptroller.
M. Subcontract and Grants The Grantee's services, duties and responsibilities specified herein shall not be
subcontracted or subgranted by the Grantee without prior written approval of the Department, unless
such subcontracts or subgrants are provided for elsewhere in this Agreement: Any subcontracts or
subgrants shall be subject to, and conform with, all applicable State and ,Federal laws, and shall
specifically provide that subcontractors or subgrantees are subject to all of the terms and conditions of
this Agreement. For the Department to approve the use of any subcontract or subgrant, the Grantee
must employ an open, impartial and reasonably competitive selection process.
N. Attornev Fees and Costs If the Department is the prevailing party in any proceeding to enforce the
terms of this Agreement, the Department has the right to recover reasonable attorney fees, costs and
expenses associated with recovering the Grant Funds:
Page 25 Grant Number 09-462012
PART VI
STATE OF ILLINOIS REQUIRED
CERTIFICATIONS
The Grantee makes the following certifications as a condition of this Agreement. These certifications are
required by State statute and are in addition to any certifications. required by any Federal funding source as
set forth in this Agreement. Grantee's execution of this Agreement shall serve as its attestation that the
certifications made herein are true and correct.
6.1 COMPLIANCE WITH. APPLICABLE LAW
The Grantee certifies that it shall comply with all. applicable provisions of Federal, State and Iocal law in
the performance of its obligations pursuant to this Agreement.
6.2 CONFLICT OF INTEREST
The Grantee certifies that it has no public or private interest, direct or indirect, and shall not acquire directly
or indirectly any such interest which .does or may conflict in any manner with the performance of Grantee's
services and obligations_ under this Agreement.
6.3 BID-RIGGINGBID=ROTATING
The Grantee certifies that it has not been barred from contracting with a unit of State or local government
as a result of a violation of Section 33E-3 or 33E-4 of the Criminal Code of 1961 (720 ILCS 5/33 E-3 and
5/33 E-4).
6.4 DEFAULT ON EDUCATIONAL LOAN
The Grantee certifies that this Agreement is not in violation of the Educational Loan Default Act (5 ILCS
385/3) prohibiting certain contracts to individuals who are in default on an educational loan.
6.5 AMERICANS WITH DISABILITIES ACT
The Americans with Disabilities Act (ADA) (42 U.S.C. 12101 et. seq.) and the regulations thereunder (28
CFR 35.130) prohibit discrimination against persons with disabilities by the State, whether directly or
through contractual arrangements, in the provision of any aid, benefit or service. As a condition of
receiving this grant, the Grantee certifies that services, programs and activities provided under this
Agreement are, and will continue to be, in compliance with the ADA.
6.6 DRUGFREE WORKPLACE ACT
The Grantee certifies that:
A) It is a Corporation, Partnership, or other entity (other than an individual) with 24 or fewer
employees at the time of execution of this Agreement.
B) That the purpose of this grant is to fund solid waste reduction.
C) — It is a Corporation, Partnership, or other entity (other than an individual) with 25 or more
employees at the time of execution of this Agreement, or
D) That it is an individual.
If Option "A" or "B" is checked this Agreement is not subject to the requirements of the Act.
Page 26 Grant Number 09-462012
If Option "C" or "D" is checked and the amount of this grant is five thousand dollars ($5,000.00) or more,
the Grantee is notified that the Drug$ee Workplace Act (30 ILCS 580/1 et seq.) is applicable to this
Agreement, and the Grantee must comply with the terms of said Act, as set forth below:
Grantee will provide a drugfree workplace by:
(a) Publishing a statement:
(i) Notifying employees that the unlawful manufacture, distribution, dispensing, possession or
use, of a controlled substance, including cannabis, is prohibited in the Grantee's workplace.
(ii) Specifying the actions that will betaken against employees for violations of such prohibition.
(iii) Notifying the employee that, as a condition of employment on such grant, the employee will:
(A) abide by the terms of the statement; and
(B) notify the employer of any criminal drug statute conviction for a violation occurring in
the workplace no later than five (5) days after such conviction.
(b) Establishing a drug free awareness program to inform employees about:
(i) the- dangers of drug abuse in the workplace;
(ii) the Grantee's policy of maintaining a drug free workplace;
(iii) ny available drug counseling, rehabilitation and employee assistance programs; and
(iv) the penalties that may be imposed upon an employee for drug violations.
(c) Providing a copy of the statement required by subparagraph (a) to each employee engaged in the
performance of the grant and to post the statement in a prominent place in the workplace.
(d) Notifying the granting agency within ten (10) days after receiving notice, under part (B) of
paragraph (iii) of subsection (a) above, from an employee or. otherwise receiving actual.notice of
such conviction.
(e) Imposing a sanction on, or requiring the satisfactory participation in, a drug abuse assistance, or
rehabilitation program by any employee who is so convicted, as required by Section 5 of the
Drugfree Workplace Act, 30ILCS.580/5,
(f) Assisting employees in selecting a course of action in the event drug counseling, treatment and
rehabilitation are required and indicating that a trained referral team is in place.
(g) Making a good faith effort to continue to maintain a drugfree workplace through implementation
of the Drugfree Workplace Act, 30 ILCS 580/5.
If Grantee is an individual, it certifies that it will not engage in the unlawful manufacture, distribution,
dispensation, possession, or use. of a controlled substance in the performance of this Agreement.
6.7 ANTI -BRIBERY
The Grantee certifies that neither it nor its employees have been convicted of bribing or attempting to bribe
an officer or employee of the State of Illinois, nor has Grantee or any of its employees made an admission
Page 27 Grant Number 09-462012
of guilt of such conduct which is a matter of record as defined in the Illinois Procurement Code (30 ILCS
500/50-5).
6.8 DISCRIMINATION/ILLINOIS HUMAN RIGHTS ACT
The Grantee certifies (i) that it will not commit unlawful discrimination in employment in Illinois as that
term is defined in Article 2 of said Act; (ii) that it will comply with the provisions of Article 5 of the Act
regarding equal employment opportunities and affirmative action; and, (iii) that it will comply with policies
and procedures established by the Department of Human Rights under Article 7 of the Act regarding equal
employment opportunities and affirmative action.
The Grantee further certifies that, if applicable, it will comply with "An Act to prohibit discrimination and
intimidation on account of race, creed, color, sex, religion, physical or mental handicap unrelated to ability
or national origin in employment under contracts for public buildings or public works." (M ILCS 10/0.01
et seq.)
6.9 SEXUAL HARASSMENT
The Grantee certifies that it has written sexual harassment policies that shall include, at a minimum, the
following information: (i) the illegality of sexual harassment; (ii) the definition of sexual harassment under
State law, (iii) a description of sexual harassment, utilizing examples; (iv) the Grantee's internal complaint
process including penalties; (v) the Iegal recourse, investigative and complaint process available through
the Department of Human Rights and the Human Rights Commission; (vi) directions on how to contact the
Department and Commission; and (vii) protection against retaliation as provided by Section 6-101 of the
Illinois Human Rights Act (775 ILCS 572-105 (B)(5)). A copy of the policies shall be provided to the
Department upon request.
6.10 INTERNATIONAL ANTI -BOYCOTT CERTIFICATION
The Grantee hereby certifies that neither the Grantee nor any substantially owned affiliate company of the
Grantee is participating or will participate in an international boycott, as defined by the provisions of the
U.S. Export Administration Act of 1979, or as defined by the regulations of the US. Department of
Commerce, promulgated pursuant to that Act (30 ILCS 582/1 et seq.).
6.11 FEDERAL. STATE AND LOCAL LAWS; TAX LIABILITIES; STATE AGENCY
DELINOUENCIES
The Grantee is required, to comply with all federal, state and local laws, including but not limited to the
filing of any and all applicable tax returns. In the event that a Grantee is delinquent in filing and/or paying
any federal, state and/or local taxes, the Department shall disburse Grant Funds only if the Grantee enters
into an installment payment agreement with said tax authority and remains in good standing therewith.
Grantee is required to tender a copy of any such installment payment agreement to the Department. In no
event may Grantee, utilize Grant Funds to discharge outstanding tax liabilities or other debts owed to any
governmental unit. The execution of this Agreement by the Grantee is its certification that (i) it is
current as to the filing and payment of any federal, state and/or local taxes applicable to Grantee;
and (ii) it is not delinquent in its payment of moneys owed to any federal, state, or local unit of
government.
6.12 PROHIBITION OF GOODS DERIVED FROM CHILD LABOR
The Grantee certifies, in accordance with Public Act 94-0264, that no foreign -made equipment, materials,
or supplies furnished to the State in connection with this Agreement have been produced in whole or in part
by the labor of any child under the age of 12..
6.13 PREVAILING WAGE
Page 28 -Grant Number 09462012
The Grantee acknowledges that receipt of Grant Funds under this Agreement require compliance with the
Prevailing Wage Act (820 1LCS 130 et. seq. ). Persons willfully failing to comply with, or willfully
violating this Act may be in violation of the Criminal Code. Questions concerning compliance with the
Prevailing Wage Act should be directed to the Illinois Department of Labor.
6.14 LIEN WAIVERS
The Grantee shall monitor construction to assure that necessary contractor's affidavits and waivers of
mechanics liens are obtained prior to release of Grant Funds to contractors and subcontractors.
6.15 INTERAGENCY WETLAND POLICY ACT
The Grantee certifies that the proposed project is compatible with established state policy regarding
wetlands, pursuant to the Interagency Wetland Policy Act of 1989. The Granteeacknowledges that the
Illinois Department of Natural Resources may, from time to time, monitor the proposed project to ensure
continued compliance with the aforementioned Act. In the event that the project does not remain in
compliance with the Act, such noncompliance shall constitute a breach of the Agreement, and failure to
cure the breach within. sixty (60) days after notice thereof will result in the termination of this Agreement.
Page 29 Grant Number 09-462012
EXHIBIT C
DCEO CONSENT
Page 8 of 8
Illinois
Department of Commerce
& Economic Opportunity
Pat Quinn, Governor
February 3, 2014
Sharon Feigon
CEO, IGO Car Sharing
2125 W. North Avenue
Chicago, IL 60647
Ms. Feigon,
The Illinois Energy Office at DCEO forwarded your request for consent to donate 60 kW of solar
panels to the Illinois Institute of Technology and 20 kW to the City of Evanston (to be installed
at the rooftops of the Evanston Ecology Center and the Fleetwood-Jourdain Community Center)
to the U.S. Department of Energy. Sharon Gill, a SEP Project Officer from US DOE, has found
that these projects fall within the bounded categories, of the NEPA template and that your
request to donate the remaining solar panels to these two site is approved (please see attached
email).
Sincerely,
wow
Wayne Hartel
Illinois Department of Commerce & Economic Opportunity
Illinois Energy & Recycling Office
www.ildceo.net
500 East Monroe 100 West Randolph Street, Suite 3-400
Springfield, Illinois 62701-1643 Chicago, Illinois 60601-3219
217/782-7500•TDD:8001785-6055 312/814-7179•TDD:800/785-6055
2309 West Main, Suite 118
Marion, Illinois 62959-1190
618/997-4394 • TDD: 800i785-605S
Printed on Recycled and Recyclable Paper
Hartel, Wayne
From: Wilcockson, Sara
Sent: Friday, January 24, 2014 3:13 PM
To: Hartel, Wayne
Subject: FW: ATC ARRA Grant 09-462012 - solar panels donation
See below note from Sharon.
r/ia rk,
yas a
Illinois Energy & Recycling Office
217/785-3986
From: Wilcockson, Sara
Sent: Friday, January 24, 2014 3:12 PM
To: 'Gill, Sharon'
Subject: RE: ATC ARRA Grant 09-462012 - solar panels donation
Thanks for your quick response to this request. We're looking forward to getting this one closed out. I will ask Wayne to
provide that information when the project is fully installed.
r"A
sat -a
Illinois Energy & Recycling Office
217/785-3986
From: Gill, Sharon [mailto:Sharon.Gill@go.doe.gov]
Sent: Friday, January 24, 2014 3:11 PM
To: Wilcockson, Sara
Subject: RE: ATC ARRA Grant 09-462012 - solar panels donation
Sa ra,
ATC's request to donate the final 20 kW solar panels to the City of Evanston for installation on the rooftops of the
Evanston Ecology Center and the Fleetwood-Jourdain Community Center appear reasonable and the systems fall within
the bounded categories of the NEPA template. This request to donate the remaining solar panels to these two sites is
approved. Once the transfer is complete, please let me know so I can mark this project as fully complete.
Please contact me if you have any additional questions or concerns.
Thank you.
Sharon M. Gill
SEP Project Officer
GFO @ NREL RSF/C236-5
U.S. DOE
Golden, CO 80401
720-356-1593
From: Wilcockson, Sara[mailto:Sara.Wilcockson@illinois.gov]
Sent: Wednesday, January 22, 2014 2:54 PM
To: Gill, Sharon
Subject: FW: ATC ARRA Grant 09-462012 - solar panels donation
Please find the below - the original transfer request was approved, but I believe Easter Seals declined the project and
they'd like to place the final 20kw in Evanston. I'm hoping this will be an easy approval - will be nice to call this project
complete! Let me know if you need any additional information for this.
Auk,
saga
Illinois Energy & Recycling Office
217/785-3986
From: Hartel, Wayne
Sent: Wednesday, January 22, 2014 2:52 PM
To: Wilcockson, Sara
Subject: FW: ATC ARRA Grant 09-462012 - solar panels donation
Hi Sara,
Could you forward this to Sharon to see if DOE is okay with us reassigning the last 20 kw of solar panels for this project
to the City of Evanston instead of the Easter Seals. If that is okay then I will change the attached letter to reflect the
change for the 20 kW donation.
thanks
Wayne Hartel
Energy Program Specialist, Illinois Energy Office
Illinois Department of Commerce and Economic Opportunity
500 East Monroe
Springfield, IL 62701
Phone: (217) 785-3420
Fax: (217) 558-2647
Wavne.Hartel(Pillinois.gov
From: Saul Jaffe fmailto:siaffe@cnt.orq]
Sent: Wednesday, January 15, 2014 11:49 AM
To: Hartel, Wayne
Cc: Sharon Feigon
Subject: ATC ARRA Grant 09-462012 - solar panels donation
Wayne,
I have been working for Sharon Feigon on Alternative Transportation for Chicagoland's solar canopy project. See the
attached letter from your office approving the donation of 60 kW solar panels to IIT and 20 kW of panels to Easter Seals.
As you know, IIT has installed the 60 kW panels, but Easter Seals since declined the 20 kW donation, only after an
agreement had been reached and a contract had been drafted. ATC subsequently found another recipient in the City of
Evanston, who remain very enthusiastic about installing the panels on the rooftops of the Evanston Ecology Center and
the Fleetwood-Jourdain Community Center. We are in the process of finalizing a contract.
Could we have an amended version of the attached letter that consents to donating the 20 kW panels to Evanston, and
not Easter Seals? Please let me know if you have any questions or if you require anything further from us.
Thanks,
Saul Jaffe
Accounting Assistant
Alternative Transportation for Chicagoland
2125 W. North Ave.
Chicago, IL 60647
773-278-4800
siaffe(cnt.org