5A8 & 9 Assignment - Confirmation Agreements (Great Lakes Capital) - Signed

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Page 16 of 21 is sufficiently resolved, the RDA shall provide notice to the Grantee that the parties shall resume, as soon as practical, their duties of this Agreement. No disbursements of Project Funds shall be issued to the Grantee during the suspension period. In the event the RDA determines that the issue is not sufficiently resolved, the RDA may terminate this Agreement in accordance with Section 15. 23.INDEPENDENT CONTRACTOR. Grantee shall perform and execute the provisions of this Agreement as an independent contractor to the RDA and shall not in any respect be deemed or act, or hold itself out, as an agent of the RDA or the IEDC or an authorized representative of the same for any purpose or reason whatsoever. Grantee shall be solely responsible for providing insurance and other benefits as it deems necessary for its employees. Grantee is an independent contractor, and all of its agents and employees shall be subject solely to the control, supervision, and authority of Grantee. The RDA and Grantee disclaim any intention to create a partnership or joint venture. Grantee shall not be entitled to act for or have any power or authority to assume any obligation or responsibility on behalf of, the RDA or the IEDC or their respective authorized representatives. Since Grantee is an independent contractor, the RDA will not make any deductions from payments due Grantee from the RDA under this Agreement for any payroll or similar taxes, premiums or contributions now or hereafter required to be collected and/or paid by an employer for or on account for such employer’s employees. Without limiting the generality of the preceding sentence, the RDA will not deduct from sums due Grantee, nor pay for or on account of Grantee any (i) federal, state or local income tax withholding, (ii) social security or Medicare tax, (iii) health, accident, disability or life insurance premiums mandated by any governmental agency, (iv) unemployment compensation premium or tax, or (v) workers’ compensation premium or tax that would be required to be withheld and/or paid by the Grantee. The RDA shall not have any right to determine the route or means of transportation to and from the various places that Grantee must travel for the Project under this Agreement, and Grantee will be responsible for providing its own tools and equipment in connection with the Project. 24.NOTICES. All notices to be given under this Agreement shall be in writing, and shall be deemed to have been given and served when delivered in person, by Federal Express, UPS or similar overnight carrier, or by United States mail, postage pre-paid to the addressee at the following addresses: RDA: Northern Indiana Regional Development Authority c/o South Bend-Elkhart Regional Partnership 635 S. Lafayette Boulevard, Suite 123 South Bend, Indiana 46601 ATTN: Bethany Hartley BHartley@southbendelkhart.org (574) 344-4686 Copy to: Krieg DeVault LLP 4101 Edison Lakes Parkway, Suite 100 Mishawaka, Indiana 46545 ATTN: Stephen A. Studer, Esq. sstuder@kdlegal.com (574) 277-1207