Professional Services Agreement - Indiana Finance Authority Indiana Brownsfield Program

Home Browse Search

Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds 30 days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving notice, terminate this Agreement. If so terminated, the SEP Recipient will be paid for previously unreimbursed Project Activities. Such payment shall be made following receipt by the Authority of required documentation and review by the Authority of the same. Upon cancellation by the Authority and following final payment to the SEP Recipient by the Authority, the Authority shall not be obligated to disburse additional SEP Funds. 22. SEVERABILITY: The invalidity of any section, subsection, clause or provision of this Agreement shall not affect the validity of the remaining sections, subsections, clauses or provisions of the Agreement. 23. SUBSTANTIAL PERFORMANCE:. This Agreement shall be deemed to be substantially performed only when fully performed according to its terms and conditions and any written amendments or supplements. 24. REMEDIES NOT IMPAIRED: No delay or omission of the Authority in exercising any right or remedy available under this Agreement shall impair any such right or remedy or constitute a waiver of any default or acquiescence to any default. A single or partial exercise of any power does not preclude the further exercise of that power or right or the exercise of any other power or right. 25. TAXES: The Authority is exempt from Federal, State and local taxes. The Authority will not be responsible for payment of any taxes levied on the SEP Recipient or any subcontractors as a result of this Agreement. 26. WAIVER OF RIGHTS: No right conferred on either party under this Agreement shall be deemed waived and no breach of this Agreement excused, unless such waiver or excuse shall be by the party claimed to have waived such right. 27. ACCESS TO RECORDS: The SEP Recipient, its Consultant, and its subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to the costs incurred under this Agreement. Such materials shall be made available at SEP Recipient's and its Consultant's or subcontractors' respective offices at all reasonable times during the term of this Agreement and for 5 years after: (a) the Completion Deadline Date or (b) the resolution of any applicable findings regarding this Agreement by the State Board of Accounts, whichever is later. The SEP Recipient shall ensure the cooperation of its employees and the employees of its Consultant and subcontractors in such monitoring and evaluation efforts. The SEP Recipient will take all actions necessary to correct or cure any problems or deficiencies identified by the Authority during its monitoring and evaluations. 28. MODIFICATION & MERGER: This Agreement may not be changed, amended or modified orally. Any change, amendment or modification must be in writing and signed by all the parties. Any consent, approval, review, determination, notice, order, waiver, excused action, request or other action required or allowed under this Agreement shall only be effective if done in writing signed by the applicable party and prior to the other party taking any action in reliance on such writing. This Agreement merges and supersedes all prior agreements, negotiations and representations of any kind between the Authority and the SEP Recipient relating in any manner to the subject matter and transactions contemplated by this Agreement. This Agreement and its exhibits and any other attachments constitute the entire agreement between the Authority and the SEP Recipient concerning the Agreement. f A