Professional Services Agreement - Indiana Finance Authority Indiana Brownsfield Program

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will be obligated to repay to the Authority previously disbursed SEP Funds pursuant to the terms of Section 5 of this Agreement. 7. ENVIRONMENTAL REPRESENTATIONS:. The SEP Recipient represents and warrants that: Aa the SEP Recipient did not generate or transport hazardous substances, pollutants, or contaminants at or to the Site; B. the SEP Recipient did not own the Site or operate any facility at the Site at the time of disposal of hazardous substances, pollutants and contaminants at the Site; C. all disposal of hazardous substances, pollutants and contaminants at the Site occurred before the SEP Recipient acquired the Site (if applicable); D, the SEP Recipient has not caused, contributed to or exacerbated the release of hazardous substances, pollutants or contaminants on or from the Site; and E. the SEP Recipient nor and any other entity involved in redeveloping the Site is a financially viable party that is potentially liable to remediate on -Site contamination unless the SEP Recipient or such stakeholder demonstrates the applicability of an exemption from liability under applicable State law. Furthermore, if the SEP Recipient or any other entity involved in redeveloping the Site is adjudged, by final, non -appealable order within 10 years of the date of this Agreement, to be a party responsible for the contamination being addressed with SEP Funds, the SEP Recipient shall forfeit any right to additional disbursements and will be obligated to repay to the Authority previously disbursed SEP Funds pursuant to the terms of Section 5 of this Agreement. 8. STOP WORK ORDER: The Authority may order the SEP Recipient and its Consultant to stop all Project Activities immediately in the event of a demonstrated imminent and substantial threat to human health or the environment at or near the Site. In the event that such an order is issued, the Consultant will submit to the Authority an estimate of additional costs, if any, which result from the order. If the Authority determines that Site conditions resulting in the stop work order were not caused by the Consultant or a subcontractor to the Consultant through disregard for conditions that would be reasonably expected at similar remediation sites, or through a negligent act or omission by the Consultant or a subcontractor to the Consultant, then the Consultant will be eligible for reimbursement of reasonable additional project costs through a supplemental disbursement to the SEP Recipient. Any supplemental disbursement must be authorized by the Authority. 9. GOVERNING LAW: This Agreement shall be construed in accordance with and governed by the laws of the State and any suit must be brought in the State. 10. COMPLIANCE WITH LAW: All Project Activities shall be performed in compliance with this Agreement and all Guidelines and Law. The SEP Recipient acknowledges that this Agreement is subject to all requirements of applicable Law. The SEP Recipient agrees to be solely responsible to ensure that the use of the SEP Funds is in compliance with all Law. The SEP Recipient acknowledges and agrees that the SEP Recipient is subject to repayment of SEP Funds for failure to comply with this Agreement and the Law. Without limiting the generality of the foregoing, the SEP Recipient acknowledges, certifies, represents, warrants and agrees as follows: (1) The SEP Recipient shall require that it, its Consultant and their agents shall abide by all ethical requirements that apply to persons who have a business relationship with the Authority or the State of Indiana ("State"), as set forth in Indiana Code 4-2-6 et sue, the regulations promulgated thereunder, Executive Order 04-08, dated April 27, 2004, Executive Order 05-12, dated January