Professional Services Agreement - Indiana Finance Authority Indiana Brownsfield Program

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3. CONSULTANT; DUTIES, RESPONSIBILITIES OF SEP RECIPIENT: A. Consultant The parties acknowledge that a proposal for any Project Activities is to be solicited and awarded in accordance with the Guidelines. The SEP Recipient shall select and engage a consultant to perform the Project Activities and obligations of the Consultant by causing such party to enter into the Consultant Supplement with it in the form attached as Exhibil C, and upon acceptance of the Consultant Supplement by the Authority (which acceptance shall not be unreasonably withheld or delayed), such Consultant shall be obligated as a parry to this Agreement as if the Consultant had collectively entered into this Agreement with the Authority and the SEP Recipient on and as of the Effective Date. Further, in addition to any Consultant obligated pursuant to an initial Consultant Supplement as set forth in the preceding paragraph, the parties may solicit and award additional Project Activities to an additional consultant (that may be the same entity as, or a different entity from, the initial Consultant) upon receipt and selection of a further accepted bid, work order, construction contract, proposal or other writing evidencing the binding terms pursuant to which Project Activities will be undertaken from a qualified consultant(s) (each an "Additional Consultant") pursuant to normal Guideline bid procedures including entering into another Consultant Supplement (each an "Additional Consultant Supplement") in the same manner as set forth in the preceding paragraph applicable to the initial Consultant. Any such additional Project Activities (including the selection of any Additional Consultant) must be approved by the Authority. If any Additional Consultant Supplement is entered into with any such Additional Consultant, such Additional Consultant shall be obligated under this Agreement with respect to such additional Project Activities in the same manner as otherwise applicable to the initial Consultant (and each reference in this Agreement to Consultant shall mean and include such Additional Consultant), but only with respect to the respective Project Activities the Consultant is obligated to perform. The initial Consultant shall be obligated under this Agreement with respect to its related Project Activities and the Additional Consultant shall be obligated under this Agreement with respect to its related additional Project Activities. B. Work to be Performed A copy of the approved scope of Project Activities as proposed to be undertaken by the SEP Recipient's Consultant, together with any subsequent approved amendments, shall become part of this Agreement as Ex1fllait A. The SEP Recipient shall contract to have performed all such Project Activities as specified in ExhibitA. The scope of Project Activities described may be modified in a material way only if approved by the Authority. Notwithstanding any review, approval, inspection or other activity related to the Project Activities undertaken (or to be undertaken) by the Authority, the SEP Recipient shall be solely responsible for the proper design, implementation and other activities related to the Project Activities and their compliance with applicable Federal, State and local laws, including ordinances, regulations and rules and other legal authority, to which the Authority, the SEP Recipient are subject inclusive of the Act ("Law"). C. Budget Detail The SEP Recipient has submitted, or shall cause to be submitted, a budget proposed by its Consultant. That budget, including any changes mutually agreed to by the parties to this Agreement, is part of Exhibit A. The SEP Recipient shall not spend more than the amount to be reimbursed with SEP Funds allocated in any category, as described in Exhibit off, without the consent of the Authority. The SEP Recipient understands that the Authority shall not be required to reimburse more than the available SEP Funds. D. Public Bidding Required The SEP Recipient must demonstrate services to be reimbursed with SEP Funds have been competitively bid. Professional services need to be procured in compliance with IC 5-16-11.1, and activities other than professional services are required to be procured in compliance with IC 36-1-12. By signing a Disbursement Request Form when seeking reimbursement from the Authority, the SEP Recipient will be affirming that the invoiced services submitted for payment were bid pursuant to Indiana law. 8