Professional Services Agreement - Indiana Finance Authority Indiana Brownsfield Program

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32. TERMINATION OF SEP AGREEMENT: In addition to the termination provisions set forth in other sections of this Agreement, the Authority may also terminate this Agreement upon the occurrence of any one of the following events: (i) Multi -Term Funding The Director of the State Budget Agency makes a written determination that funds are not appropriated or otherwise available to support continuation of performance of this Agreement. (A determination by the Director of the State Budget Agency that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive.) (ii) False, Misleading Representations A finding that any representation or warranty the SEP Recipient made in this Agreement or otherwise is false or misleading in any material respect when made. (iii) Improper Use of SEP Funds A finding that SEP Funds were used for a purpose other than Project Activities as provided in this Agreement. (iv) Failure to Correct Non -Compliance If the SEP Recipient fails to correct any non-compliance determination made by the Authority within a reasonable time after receiving notice from the Authority that the SEP Recipient and/or its Consultant is not performing or completing the Project Activities in accordance with this Agreement. (v) Convenience The Authority determines that termination of the Agreement, or a reduction in the amount of the SEP Funds, is in its best interest and/or the best interest of the State. If the Authority determines to terminate or cancel this Agreement, the SEP Recipient or the Consultant 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 termination or cancellation by the Authority and following final payment to the SEP Recipient or the Consultant by the Authority, the Authority shall not be obligated to disburse additional SEP Funds. 33. ASSIGNMENT; SUCCESSORS: The SEP Recipient shall not assign or subcontract the whole or any part of this Agreement without the Authority's consent. The SEP Recipient may assign its right to receive payments to a third party without the Authority's consent, provided that SEP Recipient gives notice (including evidence of such assignment) to the Authority 30 days in advance of any payment so assigned. 34. EXECUTION; COUNTERPARTS: Copies of this Agreement may be executed separately by the parties, and once executed by the parties to this Agreement, all such copies taken together shall constitute a single contract. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original for all purposes. [Remainder of Page Left Intentionally Blank] 14