Professional Services Agreement - Indiana Finance Authority Indiana Brownsfield Program

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MEEMIU-10a Ve MIN,] k1wTv This Financial Assistance AYrcenlent entered into by and arnong the Indiana Finance Authority the Supplemental Environniental Project ("SE[17) Recipient ("SEP Recjp7ienf') (as denoted on the attached Master Schedule, which is incorporated herein by 'this reference, "Master Schedule"), and the Consultant named in the attached "Consultant Suppl=letlt" (When such SUpplCulent has been executed and delivered to the Authority as set forth in Section 3A herein), is executed pursuant to the terins and conditions set Forth herein arid shall be effective as of the date of the last aignature of a party ("Effective Date"), In consideration of the mutual covenants, obligations and stipulations set forth in this A 1-1reernent, the parties agree as ft) I lows: 1. PURPOSE OF THIS SEP AGREEMENT: The purpose of this Agreement is to make a conditional arani in the amount not to exceed the Suppterncntal Environnienial Pro cct Funds ("SEP J I Funds") (as denoted in The Master Schedule as modified froni time to titne') held in as sub -account of the Environmental Remediation Revolvinc, Loan Fund ("Brownfields Fund") for the benefif of the SEP Recipient to provide for the payment of eligible COStS arid CXPWISCS iflCUITed by the SEP Recipient in the completion of all activities, work, services and report,,; required to be undertaken pursuant to this Agreement ("Project Activities") including as outlined in the Scope of Work, attached hercu) as EKhftjt A of this Agreement, at the site denoted in the attached Master Schedule ("Si�te"), SEP Funds shall be used exclusively :in accordance with this Agreement and in accordance with Ind. Code 13-19-5 et � p(tile "Act"), The SEP Funds are being made available to the SEP Recipient as the result of a Settlement Agreement executed between the Indiana Department of Environniental Managerrient ("IDE') and Honeywell International, Inc cifbial 11oneywell, Aircraft Landing S Zysterns Division in Case No, 2017-2472644 dated April 12, 20l8, As used in this Ag'reenient, `Project Activities" means those activities, including, but not limited to assessment and/or remediation activities, than are generally described in the Scope of Work in L-,xhibit A. of this Aol-eernent, 2. TERM OF AGREEMENT; CONILPLETION OF PROJECT ACTIVITIES: A. This Agreement shall be effective as of the ElTective Date for the Terril -set forth in the Master Schedule, unless modified or extended pursuant to the provisions of this Agreement. B. Within 2 years from the Effective Date or, if sooner, by each activity -based deadline other -wise noted in any Scope of Work or Workplan attached as Exhibi (cacti Completion Deadline Date"), all Pro' _ LA a " Activities must be completed to the satisfaction of`" the Authority consistent with its rules, regulati .)cct ons, policy memoranda, guidelines and directives applicable to a SEP protect as modified front tirne to time by the Authority's board ("Guidelines") attached as Exhibit..B. 'The SEP Recipient rnay request that any such Completion Deadline Date be extended. If approved by the Authority, the Coripletion Deadline Date will be extended to the date set forth in such approvak however, all other provisions of" this Agreement shall remain the same and in full force and effect, Additionally, in the event the Authority determines that the SEP Recipient or the selected environmental consultant(s) (-Constiltluit-) is not working with reasonable dispatch toward completing its Rr(flcct Activities Linder this Agreement, the Authority may unilaterally fix and determine the new Completion Deadline Date to be arty date that is at least 90 days, aller the date notice is given by the Authority to the SEP Recipient, provided that such new Completion Deadline Date is no sooner than I year after the Effective Data. 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.