HomeMy WebLinkAbout5A8 & 9 Assignment - Confirmation Agreements (Great Lakes Capital) - SignedSouth Bend Redevelopment Commission
227 West Jefferson Boulevard, Room 1308, South Bend, Indiana
Redevelopment Commission Agenda Item
D ATE : 11/21/2024
FROM: Erik Glavich, Director of Growth & Opportunity
SUBJECT: Assignment Agreement & Confirmation
Agreement (Great Lakes Capital)
Funding Source* (circle) River West; River East; South Side; Douglas Road; West Washington; RDC General; Riv. East Res.
* Funds are subject to the City Controller's determination of availability; if funds are unavailable, as solely determined by the City Controller, then the
authorization of the expenditure of such funds shall be void and of no effect.
PURPOSE OF REQUEST: Assignment Agreement and Confirmation Agreement together enable the READI grant
proceeds from the Northern Indiana Regional Development Authority (RDA) for the Madison Lifestyle District
project to be directed to the Redevelopment Commission
SPECIFICS: Great Lakes Capital and the RDA have entered into an agreement in which the RDA has agreed to
provide $11,780,000 in support of the Madison Lifestyle District project. Adoption of the Assignment Agreement
(with consent of the RDA) will allow the RDA to reimburse the Redevelopment Commission directly for costs
incurred throughout the project. The Assignment Agreement is necessary for the Redevelopment Commission to
receive the READI grant proceeds awarded to the project.
The Confirmation Agreement between the Redevelopment Commission and Great Lakes Capital serves to set
forth certain obligations of the Commission with respect to any portion of the READI grant funds received by the
Commission and clarify certain aspects regarding the scope and advancement of the Madison Lifestyle District
project.
_________________________Pres/V-Pres
ATTEST: __________________Secretary
Date: ____________________
APPROVED Not Approved
SOUTH BEND REDEVELOPMENT COMMISSION
11-25-2024
ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 1
ASSIGNMENT OF PROJECT FUNDS AGREEMENT
(WITH SEPARATE CONSENT)
THIS ASSIGNMENT OF PROJECT FUNDS AGREEMENT (WITH SEPARATE CONSENT) (this
Assignment Agreement made and entered into effective as of November _25_, 2024 (the ,
by and between Great Lakes Capital Development, LLC, an Indiana limited
liability company and GLC Madison Development Corp., an Indiana corporation (together, the
Assignor the City of South Bend, Department of Redevelopment, acting by and through its
governing Assignee , with consent of
the Northern Indiana Regional Development Authority, a Regional Development authority
organized under Indiana Code § 36-7.6-1 et seq. and the laws of the State of Ind RDA .
BACKGROUND
A.Assignor and RDA are parties to a certain Northern Indiana Regional Development
Authority Regional Economic Acceleration and Development Initiative Subgrant Agreement
dated ___________________ Subgrant Agreement , pursuant to which the RDA has
agreed to provide the sum of Eleven Million Seven Hundred Eighty Thousand Dollars
($11,780,000) Project Funds to perform work necessary in connection with the Project, all
as defined in and subject to the terms of the Subgrant Agreement.
B. Assignor and Assignee are parties to a certain Development Agreement dated on or
which sets forth various rights and
obligations related to development of the Project, including (among other things) the use of Project
Funds to pay or reimburse for site work, local public improvements and related site costs as part
of the Project.
C. The Assignor desires to assign to Assignee, and Assignee desires to accept such
assignment, of a portion (or all) of the Project Funds from time to time for use in connection with
the Project, including (among others) for site assembly, demolition and for site work and local
public improvements all on the terms and conditions set forth herein (and as contemplated under
Section 29 of the Subgrant Agreement).
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee covenant and agree as follows:
1. Assignment. From and after the Effective Date, Assignor agrees that (a) it may,
from time to time, submit a Claims Voucher (with the joinder signature of Assignee) to the RDA
for payment of a portion (or all) of the Project Funds to the Assignee (,
and (b) any Claim for City is deemed an assignment to, and assumption by, Assignee of the portion
of the Project Funds set forth in the Claim for City, and (c) any assignment/assumption and Claim
for City shall be subject to all terms and provisions set forth herein and in the Subgrant Agreement.
The parties covenant and agree that as a condition to Assignor and Assignee submitting a Claim
for City, there shall be no default by Assignor under the Subgrant Agreement or separate
Repayment Agreement between the RDA and Assignor.
November 18
ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 2
2. Acceptance. As a condition to Assignee receiving any Project Funds requested in a
Claim for City, Assignee hereby covenants and agrees (subject to it having signed a Claim for City
and receiving any portion of Project Funds) to be bound by the terms and conditions of the READI
program as well as certain provisions of the Subgrant Agreement as if Assignee were an original
party/grantee thereto, including the following Sections:
Section Section Heading
Section 8 Restrictions of Project Funds
Section 10 Compliance with Laws
Section 11 Compliance with Audit and Reporting Requirements; Maintenance
of Records
Section 25 Periodic Monitoring Reviews
Section 30 Good Faith Assurances
Assignor and Assignee agree to cooperate, in good faith, with making any certifications required
from the RDA and/or to (a) respond to reasonable requests from the RDA with respect to the any
and all Claims for City, and (b) otherwise comply in full with the Subgrant Agreement for any
Claim for City.
3. Signatures. This Assignment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. The
parties hereto may execute and deliver this Assignment by forwarding facsimile, e-mail, or other
means of copies of this Assignment showing execution by the party sending the same, and the
parties agree and intend that such signature shall have the same effect as an original signature and
that the parties shall be bound by such means of execution and delivery.
4. Governing law. This Assignment Agreement shall be construed and enforced in
accordance with the internal laws of the State of Indiana. Neither party hereto shall have the right
to further assign any rights to Project Funds or other benefits under the Subgrant Agreement
without obtaining the prior written agreement of the counterparty hereto, together with consent of
the RDA.
5. Miscellaneous.
A. The headings in this Assignment Agreement are intended solely for
reference and will be given no effect in the construction or interpretation of this Agreement.
B. The parties agree that this Assignment Agreement, including any attached
exhibits and/or attachments, supersedes all prior oral and written proposals and communications,
if any, and sets forth the entire agreement of the parties with respect to the subject matter hereof.
ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 3
C. This Assignment Agreement may not be altered or amended except in
writing, signed by each of Assignor and Assignee, with a separate consent of the RDA.
D. No waiver of any default, failure to perform, condition, provision, or breach
of this Agreement will be deemed to imply or constitute a waiver of any other like default, failure
to perform, condition, provision, or breach of this Agreement.
F. If any paragraph, term, condition, or provision of this Agreement is found
by a court of competent jurisdiction to be invalid or unenforceable, or if any paragraph, term,
condition, or provision is found to violate or contravene the laws of the State of Indiana, then the
paragraph, term, condition, or provision so found will be deemed severed from this Agreement,
but all other paragraphs, terms, conditions, and provisions will remain in full force and effect.
G. The undersigned on behalf of each of Grantor and Grantee attests, subject
to the penalties for perjury, that the undersigned is the Grantor or Grantee (as the case may be), or
that the undersigned is the properly authorized representative, agent, member, or officer of Grantor
or Grantee (as the case may be) and has all due authority to execute this Agreement.
[Signature Page Follows]
ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 4
IN WITNESS WHEREOF, the undersigned have executed this Assignment Agreement as
of the Effective Date first above written.
SSIGNEE
SOUTH BEND REDEVELOPMENT
COMMISSION
By:
Printed: Troy Warner, President
By:
Printed: Vivian G. Sallie, Secretary
SSIGNOR
GREAT LAKES CAPITAL DEVELOPMENT,
LLC
By:
Printed: Bradley J. Toothaker, Manager
GLC MADISON DEVELOPMENT CORP.
By:
Printed: Bradley J. Toothaker, President
ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 5
CONSENT OF
NORTHERN INDIANA REGIONAL DEVELOPMENT AUTHORITY
This Consent is made by the Northern Indiana Regional Development Authority (the
and is attached to and made a part of that certain ASSIGNMENT OF PROJECT FUNDS
AGREEMENT (WITH SEPARATE CONSENT) Assignment Great
Lakes Capital Development, LLC, an Indiana limited liability company and GLC Madison
Assignor
Department of Redevelopment, acting by and through its governing body, the South Bend
Assignee The RDA does hereby consent to the terms of the
[Remainder of Page Intentionally Blank]
ASSIGNMENT OF PROJECT FUNDS AGREEMENT PAGE 6
IN WITNESS WHEREOF, the RDA has executed this Consent to be effective as of the
Effective Date of the Assignment (referenced above)
RDA
Northern Indiana Regional Development
Authority
By: ___________________________
Name: John DeSalle
Its: Board Chair
CONFIRMATION AGREEMENT PAGE 1
CONFIRMATION AGREEMENT
THIS CONFIRMATION AGREEMENT Agreement made and entered into effective as
of November _25th, 2024 , by and between Great Lakes Capital
Development, LLC, an Indiana limited liability company and the City of South
Bend, Department of Redevelopment, acting by and through its governing body, the South Bend
(each, a Party, and collectively, the arties ).
BACKGROUND
A. Developer and Commission are parties to a certain Development Agreement dated
which sets forth various rights and obligations
related to development of the Project Property for the Project (as defined in the Development
Agreement, as may be amended from time to time). Terms used but not otherwise defined herein
are as defined in the Development Agreement.
B.
parties to a certain Northern Indiana Regional Development Authority Regional Economic
Acceleration and Development Initiative Subgrant Agreement dated _November 18_____, 2024
(the award $11,780,000 (the
to perform work necessary in connection with the Project as well as a Repayment
Agreement regarding the repayment of all or portion of the READI Grant in certain events (the
.
C. The Development Agreement contemplates that the Parties use the READI Grant
(as
defined in the Development Agreement, as may be amended from time to time) for the Project.
D. Simultaneous with this Agreement, the Developer and Commission are entering
into a certain Assignment of Project Funds Agreement (with separate consent of RDA), for
Parties to apply for and receive
all or a portion of the READI Grant from the RDA subject to the terms of such agreement (the
E. The Parties desire to make a claim for the RDA to pay a portion of the READI
Grant to Commission, for reimbursement to or use by the Commission in connection with work to
be performed in furtherance of the Project, which includes demolition of the six-story office
building located at 531 N. Main Street, South Bend, Indiana 46601 owned by Beacon Health
System and/or its affiliates, construction of a surface parking lot on the site, and other activities
.
F. The Parties acknowledge that use of the READI Grant for Other Work (although
permitted under the Subgrant Agreement with the RDA) is not contemplated under the
Development Agreement as part of spending required for Local Public Improvements for the
Project as of March 28, 2024.
CONFIRMATION AGREEMENT PAGE 2
G.The Parties enter into this Agreement to (i) set forth certain obligations of the
Commission with respect to any portion of the READI Grant advanced to Commission, either (x)
for its use or as a reimbursement for items other than as contemplated in the Development
Agreement, and/or (y) prior to the Developer and Commission executing a Notice to Commence
under the Development Agreement, and (ii) memorialize certain aspects regarding the scope and
advancement of the Project.
NOW, THEREFORE, in consideration of the background above (including without
limitation the Assignment Agreement), and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Commission and Developer agree as
follows:
1.Background Provisions. The background provisions above are incorporated into
the body of this Agreement as if fully set forth herein and made a part hereof.
2.Assignment of READI Grant.
assignment of all or any portion of the READI Grant to Commission, the Commission
acknowledges and agrees that:
a.Use for Other Work. Any Other Work performed by the Commission does
defined in the Development Agreement) toward Local Public Improvements under such
Development Agreement. In this regard, any portion of the READI Grant assigned to the
Commission for payment or reimbursement to the Commission (directly or indirectly) for
t
toward Local Public Improvements under the Development Agreement. For example, if
and to the extent the RDA advances $5,000,000 of the READI Grant to Commission as a
reimbursement of certain demolition costs as part of Other Work, the Commission is
responsible to pay $5,000,000 toward Local Public Improvements as defined by the
Development Agreement for the Project to ensure that One Hundred Percent (100%) of the
READI Grant amount is used toward the Local Public Improvements (in addition to any
other obligations of Commission under the Development Agreement).
b.Advancement Prior to Notice to Commence. The Commission shall be
solely responsible to pay Developer, any amount that Developer is required to repay the
RDA under the Repayment Agreement (up to the amount of the READI Grant received by
the Commission) if and to the extent any such portion of the READI Grant is advanced
prior to the Parties entering into a Notice to Commence under the Development Agreement
and the Parties do not enter into such a Notice to Commence. In such event, any such
payment to Developer shall be required at the same time Developer is required to repay
amounts to the RDA under the Repayment Agreement.
c.Repayment with any Default by Commission. Notwithstanding anything
herein to the contrary, the Commission agrees to pay Developer any amount that Developer
is required to pay the RDA under the Repayment Agreement (up to the amount of the
CONFIRMATION AGREEMENT PAGE 3
READI Grant advanced to the Parties), due to any default or breach by the Commission of
its obligations under the Assignment Agreement or Development Agreement.
3.Confirmation of Certain Project Items. The Parties, desiring to confirm certain
items with the Project, agree that:
a.Cooperation/Reporting. The Commission will lead the public procurement
process for any Local Public Improvements in the Development Agreement. Developer
will cooperate in good faith with supporting such process. In addition, the Commission
agrees to assist Developer, on reasonable request, with providing documentation and
reporting to the RDA (if and when required under the Subgrant Agreement and/or
Assignment Agreement) regarding the deployment and use of the READI Grant.
b.Coordination. The Parties agree to cooperate in good faith and coordinate
for the Project to utilize existing/improved off-site stormwater infrastructure when feasible
for release into the river at no cost to Developer. Any off-site infrastructure would reduce
any on-site percentage requirements. Commission will be responsible for the relocation of
utilities, if any, and delivery of the Project Property in pad ready (unencumbered condition
for development), with utilities stubbed to Project Property without use of the Funding
Amount, for the Parties to then advance with respective portions of the Project set forth in
the Development Agreement. The Parties agree to cooperate to evaluate and, if and to the
extent feasible and mutually agreeable, locate some project stormwater facilities under
Madison Street.
c.Funding Amount. The Funding Amount, plus such additional sums as are
necessary to complete the Local Public Improvements (as well as delivery of the Project
Property in pad ready condition) are the responsibility of Commission under the
Development Agreement. In order to advance with Project planning before a Notice to
Commence (in order to maintain a critical path schedule for completion dates under the
Development Agreement and Subgrant Agreement), the Commission will provide support
for the Project Plan to meet or exceed an eight percent (8%) return on cost if and in the
event financial metrics are below this minimum. Such support may include (among
others), paying for the ground lease for location of structured parking, making additional
financial contributions or expansion of Local Public Improvements, master leasing of space
within the Project upon completion and/or acquiring and preparing additional land for
development for the Project with reduced cost to the Project.
d.Parking License. The Parties are advancing with preparation of the Ground
Lease, Structure Easement and Parking License as provided in Sections 4.4 and 4.5 of the
Development Agreement, prior to entering into a Notice to Commence. Such parking
license will reserve to Commission, the sole responsibility for all costs of maintaining and
operating the Garage. The Parties agree to cooperate in good faith to identify the parking
required to support the operations of the Project (beyond those reserved by Commission
for Beacon and for use by the public) during the initial intended twenty-five (25) year term
of the Parking License, together with any charges (if applicable) as part of meeting or
exceeding the minimum financial metrics set forth above for Project viability.
CONFIRMATION AGREEMENT PAGE 4
4.Signatures. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. The
Parties hereto may execute and deliver this Assignment by forwarding facsimile, e-mail, or other
means of copies of this Agreement showing execution by the Party sending the same, and the
Parties agree and intend that such signature shall have the same effect as an original signature and
that the Parties shall be bound by such means of execution and delivery.
[Signature Page Follows]
CONFIRMATION AGREEMENT PAGE 5
IN WITNESS WHEREOF, the undersigned have executed this Assignment Agreement as
of the Effective Date first above written.
SOUTH BEND REDEVELOPMENT
COMMISSION
By:
Printed: Troy Warner, President
By:
Printed: Vivian G. Sallie, Secretary
GREAT LAKES CAPITAL DEVELOPMENT,
LLC
By:
Printed: Bradley J. Toothaker, Manager
Page 1 of 21
NORTHERN INDIANA REGIONAL DEVELOPMENT AUTHORITY REGIONAL
ECONOMIC ACCELERATION AND DEVELOPMENT INITIATIVE SUBGRANT
AGREEMENT
This Regional Economic Acceleration and Development Initiative Subgrant
Agreement (“Agreement”) is entered into as of November 18, 2024 (“Effective Date”), by and
between the Northern Indiana Regional Development Authority, a Regional Development
Authority organized under Indiana Code § 36-7.6-1 et seq. and the laws of the State of Indiana
(the “RDA”), Great Lakes Capital Development, LLC, an Indiana limited liability company (the
“Sponsor”) and GLC Madison Development Corp., an Indiana corporation (“Grantee”).
WHEREAS, the Indiana Economic Development Corporation (the “IEDC”) is a pass-
through subrecipient of federal monies granted from Coronavirus State Fiscal Recovery Funds to
the State of Indiana (the “Federal Program”).
WHEREAS, the RDA is a lower tier subrecipient under the Federal Program and has
entered into a grant agreement with the IEDC, a copy of which is attached hereto as Exhibit “A”
and made a part hereof (the “IEDC Agreement”), to enable the IEDC to award a grant of Fifty
Million Dollars ($50,000,000.00) to the RDA (the “Grant”) for certain eligible costs to implement
the RDA’s Regional Economic and Acceleration Development Initiative (“READI”), which
includes awards to other public and private entities for the performance of a service or project.
WHEREAS, Sponsor and Grantee have proposed the project as described on Exhibit “B”
attached hereto and made a part hereof (“Project”) and the RDA wishes to provide a portion of
the Grant funds to Grantee for Grantee to perform (or cause to be performed subject to this
Agreement) the work necessary to complete such Project.
WHEREAS, pursuant to the IEDC Agreement, the RDA has requested and received
approval of Grant funds for the Project from the IEDC, in accordance with the Claim Form (as
hereinafter defined) in the amount of ELEVEN MILLION SEVEN HUNDRED EIGHTY
THOUSAND AND 00/100 DOLLARS ($11,780,000.00) (“Project Funds”).
WHEREAS, Grantee requests that Project Funds be obtained and disbursed to Grantee to
be utilized for the Project pursuant to the terms and conditions of this Agreement.
WHEREAS, the RDA agrees to disburse Project Funds in accordance with this
Agreement.
WHEREAS, it is understood that Michiana Partnership, Inc. d/b/a South Bend-Elkhart
Regional Partnership, an Indiana nonprofit corporation (the “Administrator”), will provide
administrative and operational assistance to the RDA in regard to certain of the RDA’s obligations
under the IEDC Agreement and this Agreement, including distribution of Project Funds, all in
accordance with that certain Contract for Services dated May 26, 2022 by and between the RDA
and the Administrator, as amended by that certain First Amendment of Contract for Services dated
February 1, 2022, and as amended by that certain Second Amendment of Contract for Services
dated August 1, 2022 (collectively the “Administrative Agreement”).
NOW, THEREFORE, in consideration of the mutual promises herein contained and other
Page 2 of 21
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
1.TERM OF AGREEMENT. This Agreement shall be effective upon the Effective
Date and shall remain in full force and effect, unless sooner terminated in accordance with the
terms herein or otherwise extended by the terms hereof, until a letter of completion is issued by
the IEDC (the “Expiration Date”).
2.PROJECT CLAIM FORM. Prior to the execution of this Agreement, Grantee
completed and submitted the Regional Development Plan Project Claim Form (“Claim Form”) to
the RDA for approval and submittal to the IEDC. The Claim form was approved by the RDA,
submitted to the IEDC, and approved by the IEDC for the Project. The approved Claim Form (and
all other approval documents provided by the IEDC) is attached hereto as Exhibit “C” and made
a part hereof. In connection with the submission of the Claim Form, if applicable to Grantee, the
RDA shall require Grantee to provide its indirect cost rate, as defined in 2 CFR § 200.414, as
amended from time to time.
3.DUTIES AND RESPONSIBILITIES OF GRANTEE. Grantee shall use the
Project Funds received pursuant to this Agreement exclusively in compliance with the provisions
of this Agreement, the approved Claim Form, the IEDC Agreement, the RDA’s Regional
Development Plan (“RDP”), and federal and state (in conformance with Indiana Code §5-28-37,
Indiana Code §5-28-38, and other legal authority affecting the use of Project Funds) laws. In
exchange for receipt of the Project Funds for the Project, the Grantee also agrees to comply with
the following:
A.Compliance with IEDC Agreement; Federal Statutes and Regulations.
Grantee shall comply with any and all of the applicable terms, provisions, conditions and
restrictions contained in the IEDC Agreement. Grantee shall remain in compliance with
the federal statutes and regulations at 2 C.F.R. § 200 et seq., and the Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards, including, but not limited to, Subparts A-F. By submitting a Claim Form and/or
Claim Voucher (as hereinafter defined), the Grantee certifies to the RDA that all claims for
payment are allowable, allocable, and reasonable in accordance with 2 C.F.R. § 200.403
and the other cost principles in Subpart E of Part 200, as all are amended from time to time.
Grantee represents, as is applicable, that it is currently in compliance with and shall remain
in compliance with 2 C.F.R. Part 25, as amended from time to time, requiring registration
in the federal System for Award Management (SAM.gov), and 2 C.F.R. Part 170, as
amended from time to time, requiring reporting of subaward and executive compensation
information, as amended from time to time.
B.Distribution of Project Funds. Grantee understands and agrees that local and
private dollars will be expended by Grantee for projects funded by the Grant and the totality
of the Grant through READI requires a minimum of a 4:1 ratio to Grant funds by the
completion of READI. The 4:1 match must be comprised of a minimum of a 1:1 ratio in
Grant funds to local public funding by the completion of READI. Public funding may, as
appropriate, include private non-profit economic development organizations and
foundations. Grantee must provide evidence of compliance with this paragraph 3.B upon
Page 3 of 21
completion of the Project in a format designated by the RDA or the IEDC, and the
commitments made by Grantee, in the Claim Form, as to sources of funds must be
maintained in order for the RDA to properly satisfy its obligations.
C.Applying for Funding. Grantee shall be solely responsible for applying for,
securing, and retaining federal, state, or other public or private funding of any nature the
Grantee wishes to obtain to assist Grantee in carrying out the Project.
D.Design and Implementation. The Grantee shall be solely responsible for
overseeing and/or completing the proper design and implementation of the Project
approved by the RDA.
E.Documentation. Upon request, Grantee shall provide the RDA with any
necessary information or documentation regarding any contracts, agreements, or similar
documents with other parties relating to this Agreement or the Project, including, but not
limited to, any subcontract agreements, interlocal memorandums of understanding, letters
of intent from financial institutions, agreements with other state agencies, federal grants,
developer specifications, and tenant arrangements that, upon Grantee’s reasonable best
efforts, are available. Grantee shall provide notice to the RDA of any material changes to
the aforementioned contracts, agreements, or similar documents. Upon request, Grantee
shall submit the materially changed contracts, agreements, or similar documents to the
RDA. Grantee acknowledges and agrees that all elements required by 2 CFR § 200.332(a),
as amended from time to time, shall be included in the award of Project Funds and the
Grantee shall provide such information, as necessary.
F.Grantee’s Contractors. Grantee understands and agrees that Grantee and any
of its selected contractors and/or subcontractors are solely responsible for the selection of
vendors, contractors, subcontractors, and similar parties for the performance of all aspects
of the Project. The RDA has no role in selecting any vendors, contractors, subcontractors,
or similar party for the performance of the Project, regardless of whether the RDA has
listed the vendor, contractor, subcontractor, or similar party on the Claim Form. Grantee
may enter into any contracts or agreements necessary or incidental to the performance of
this Agreement or the Project; however, the RDA shall not be bound by any contracts or
agreements of Grantee unless otherwise agreed to by RDA in writing.
G.Further Assurances. Grantee shall from time to time execute and deliver all
other documents and instruments and do all things and acts as the RDA reasonably deems
necessary to comply with the IEDC Agreement or carry out, better evidence, or perfect the
full meaning of this Agreement.
4.PROJECT COMPLETION ACCORDING TO CLAIM FORM. Grantee
represents and warrants it has furnished all information, plans, drawings, and specifications as part
of the Claim Form in connection with the Project. Grantee shall discharge the services and/or
complete the work according to the true intent and meaning of this Agreement, for such intent and
meaning the RDA shall be the sole interpreter. It is intended that the Claim Form shall include
everything required and necessary to complete the entire Project properly, even though certain
minor items may not be mentioned. All services shall be completed in accordance with the Claim
Page 4 of 21
Form and all work when finished shall be in a complete and undamaged condition. Unless
otherwise set forth in this Agreement, Grantee shall not discharge any services nor undertake any
work on the Project without an approved Claim Form. The Project is to be made complete in
accordance with the Claim Form and to the satisfaction of the RDA notwithstanding any omissions
in the information, plans, drawings, or specifications submitted to the RDA. Grantee hereby
warrants to the RDA that Grantee shall (i) complete or caused to be completed the structured
parking components of the Project by December 31, 2026, with the balance of the Project
completed on or before the Completion Date (as defined below) and (ii) expend Project Funds in
accordance with this Agreement and the IEDC Agreement for the Project, in full prior to December
31, 2026. Grantee acknowledges and agrees that any breach of the warranties herein shall
constitute an event of default hereunder and shall entitle the RDA to claw back Project Funds
previously paid to Grantee in accord with this Agreement, including Sections 8 and 15 herein, or
to suspend payments of ongoing or future Project Funds, as the case may be. Grantee shall comply
with all applicable administrative actions and work required by 2 CFR § 200.344, as amended
from time to time. Grantee agrees that the Project must be completed no later than the date as may
be provided in the Project Claim Form and in no event later than December 31, 2028, unless as
otherwise agreed to by the RDA and IEDC in writing (such date the “Completion Date”).
Grantee’s failure to complete the Project by the Completion Date shall constitute an event of
default under this Agreement.
5.MATERIAL CHANGE. Grantee shall provide notice to the RDA within fifteen
(15) days of any material change to the Project on the form attached hereto as Exhibit “D”, which
is made a part hereof (a “Material Change Notice”). A material change occurs when there is any
of the following: (i) an increase in the total cost of the Project of five percent (5%) or more and
which, as a result of said increase, would require additional Project Funds for the Project, or (ii) a
change in the nature of the Project from the Grantee’s submission on the approved Claim Form as
further described on Exhibit B attached hereto (“Material Change”). After the RDA’s receipt of
a Material Change Notice, the RDA will notify the IEDC to determine if an amended Claim Form
is required to proceed with the Project. In the event there is a Material Change requiring an
amended Claim Form, such Claim Form will be subject to the IEDC’s further approval or denial.
Notwithstanding any other remedy herein, in the event that Project Funds have been disbursed to
the Grantee and the IEDC and/or the RDA reasonably determines the Project is becoming unviable
for any reason, including due to a Material Change, or either the RDA or IEDC reasonably
determines Project Funds have or will be used in a manner not permitted by this Agreement, the
Grantee shall return all Project Funds transferred to it by the RDA, if so demanded in writing by
the RDA, and shall cease any further expenditure of Project Funds for the Project until such time
as the parties reach an agreement in writing on how to proceed.
6.ADMINISTRATIVE FEE. As set forth in the IEDC Agreement, Administrator,
pursuant to the terms of the IEDC Agreement and the Administrative Agreement with the RDA,
may request in the submitted Claim Form to retain up to three percent (3%) of the total cost of the
Project from the Project Funds (“Administrative Fee”). Administrator, pursuant to the terms of
the IEDC Agreement and the Administrative Agreement, may use the Administrative Fee to defray
the administrative costs directly associated with implementing READI.
7.DISBURSEMENT OF PROJECT FUNDS.
Page 5 of 21
A.Grantee agrees that the Project Funds, less any Administrative Fee to be
retained by Administrator, shall be disbursed in accordance with Section 6 of the IEDC
Agreement and the Claims Voucher process set forth herein. Each application for
disbursement of Project Funds shall be made in writing and shall be directed to the RDA
in the form of the Claim Voucher attached hereto and incorporated herein as Exhibit “E”
(“Claim Voucher”). The parties reasonably anticipate that payments under each Claim
Voucher shall be made in the amounts and on or about the designated date or Project
completion thresholds included on Schedule 1 attached hereto. Grantee hereby warrants to
complete the Project and expend Project Funds in strict accordance with this Agreement
and the IEDC Agreement.
B.In the sole discretion of the RDA, Schedule 1 may be modified in writing
by the parties hereto in the event that larger disbursements are needed for the success of
the Project. Claim Vouchers shall be submitted to the IEDC within thirty (30) calendar
days following the end of the month in which work on or for the Project was performed.
The RDA shall review and, if appropriate, approve, each Claim Voucher, which Claim
Voucher shall then be reviewed and, if appropriate, approved by the IEDC. Each
submission of a Claim Voucher shall be deemed a certification by Grantee that as of the
date of such submission, all representations and warranties contained in this Agreement are
true and correct and that Grantee is in compliance with all the provisions of this Agreement
and the IEDC Agreement. The RDA’s obligation to make each disbursement of the Project
Funds under this Agreement shall be subject to the approval by the IEDC of the Claim
Voucher and, if requested by the RDA, (i) the receipt by the RDA of a certification by an
engineer, architect, or other qualified inspector acceptable to the RDA that the construction
of the Project has reached the required percentage stage of completion set forth above and
such construction has complied with and will continue to comply with all applicable
statutes, ordinances, codes, regulations and other similar requirements as set forth in the
Claim Form and this Agreement, and (ii) such supportive documentation as designated by
the IEDC, which may include evidence that the Project is materially compliant with the
timeline provided in the Claim Form. After the Claim Voucher has been approved by the
IEDC, disbursement of Project Funds shall be made by the IEDC within thirty-five (35)
days of receipt of the application and supporting documentation outlined herein and shall
be made in accordance with this Agreement. Grantee shall provide notice to the RDA when
the Project is completed. The RDA will subsequently notify the IEDC who shall review
the Project and shall issue a letter of completion to the RDA to acknowledge the Project
completion.
C.The RDA’s obligation to make disbursement of the Project Funds under this
Agreement shall be subject to receipt by the RDA of all applicable documentation,
including, without limitation, some or all of the following as determined by and in the sole
discretion of the RDA:
(1)receipt of final approved plans and specifications and construction
budget acceptable to the RDA, for any or all of the Project for which Project Funds
are requested, providing sufficient detail to ensure adequate monitoring during
construction and confirmation that the budget is adequate to complete the work
outlined in the plans and specifications;
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(2)executed Statement of Compliance that the Project Description
identified in Exhibit “B” is in all material respects the same Project that will be
constructed using Project Funds;
(3)fully executed:
(a)financing agreements, if any, (including without limitation,
loan agreements, notes, guaranties, mortgages, security agreements, title
insurance, surveys, environmental site assessments, and such other
documents) provided to the lender or as otherwise required by the RDA;
(b)all economic incentive agreements other than the Project
Funds from all sources, including state, federal and local;
(c)all documents evidencing (coupled with the Project Funds)
that all necessary funds to complete the Project have been obtained;
(d)Performance Bond, Payment Bond, Personal Guaranty, or
such other form of guaranty as may be required by the RDA from the
Grantee in an amount equal to the Project Funds to assure that the Project
Funds are used in the Project in accordance with this Agreement;
(4)proof of ownership, leasehold rights or other rights reasonably
satisfactory to the RDA that Grantee has the right and access to the real property
for which the Project will be completed;
(5)all required land use and other federal, State or local approvals;
(6)corporate documentation reasonably satisfactory to the RDA
establishing Grantee’s corporate (or other form) existence and authority, as well as
establishing the authority of the signatory below to execute this Agreement;
(7)that certain Commitment and Repayment Agreement duly executed
by and between Sponsor and the RDA (the “Repayment Agreement”); and
(8)if applicable, that certain Assignment of Project Funds Agreement
(the “Assignment Agreement”) as further defined in Section 29.
8.RESTRICTIONS OF PROJECT FUNDS. Grantee, upon its own credit and
expenses, assumes the sole risk for all costs incurred prior to the RDA and the IEDC’s approval
of the Claim Form. Grantee may incur any cost for the Project it deems appropriate, without RDA’s
approval, if Grantee does not intend to request reimbursement for such expenses with Project
Funds. Grantee represents and warrants that any Project Funds it receives for the Project will be
used only as permitted by this Agreement and the IEDC Agreement, as applicable. Project Funds
shall not be expended by Grantee to cover any costs associated with the following: (i) travel
expenses or meals; (ii) applying for READI; or (iii) any costs incurred before January 1, 2022.
Project Funds may only be expended by Grantee to cover the costs deemed an Eligible Cost (as
defined in the IEDC Agreement). Eligible Costs are defined as:
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A.Statutory Uses.
(1)To respond to the COVID-19 public health emergency or its
negative economic impacts;
(2)To respond to workers performing essential work during the
COVID-19 public health emergency by providing grants to eligible employers that
have eligible workers who performed essential work;
(3)For the provision of government services, to the extent the reduction
in revenue of such recipient due to the COVID-19 public health emergency, relative
to revenues collected in the most recent full fiscal year of the recipient prior to the
emergency; and/or
(4)To make necessary investments in water, sewer or broadband
infrastructure.
B.Administrative Uses. Administrative Uses shall include but are not limited
to project support costs, grant management, grant compliance, office personnel, legal fees
subject to the limitations of 2 CFR §§ 200.435 and 200.441, accounting fees, audit fees and
all other administrative costs not specifically prohibited by the IEDC Agreement.
Grantee shall use Project Funds in compliance with the Eligible Costs, as further detailed
in Schedule 2 attached hereto. Grantee shall promptly notify the RDA of any known or suspected
failure to use the Project Funds in accordance with this Agreement. Upon such notification, the
RDA and Grantee shall work together to resolve the concerns. In the event that the RDA
determines that there has been a failure to use Project Funds in accordance with this Agreement
and such failure cannot be immediately resolved, the RDA may: (i) notify Grantee to return all
Project Funds transferred to it by the RDA and may use any and all legal remedies to collect the
same if Grantee is noncompliant with such request or (ii) take any other action permitted by this
Agreement or otherwise permitted by law to recover the Project Funds not used in accordance with
this Agreement. If Grantee fails to comply with applicable laws, rules, regulations, terms and
conditions of this Agreement, the RDA may, in its sole discretion, suspend or terminate this
Agreement as set forth herein.
9.PROJECT CONSTRUCTION. The Grantee shall, through itself, contractors, or
vendors, furnish all labor, supervision, materials, temporary structures, scaffolding, equipment,
tools, and appliances of any sort which are necessary to complete the Project. All construction
equipment shall be of adequate size and capacity to safely and efficiently handle the work for
which it is used.
10.COMPLIANCE WITH LAWS.
A.Grantee shall comply with all applicable federal, state and local laws, rules,
regulations and ordinances, and all provisions, including but not limited to federal laws and
guidance of the American Rescue Plan Act of 2021 (“ARPA”), U.S. Treasury guidance
and policies, Office of Management and Budget (“OMB”) and/or State Board of Accounts
(“SBA”) policies and procedures for reporting, SBA guidance on administration and
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tracking of federal COVID funds, and any policies or procedure implemented by the RDA
and/or the IEDC for administration of READI. All such materials required thereby to be
included herein are hereby incorporated by reference. The enactment or modification of
any applicable state or federal statute or the promulgation of rules or regulations thereunder
after execution of this Agreement shall be reviewed by the RDA to determine whether the
provisions of this Agreement require formal modification.
B.Grantee and its agents shall abide by all ethical requirements that apply to
persons who have a business relationship with the State of Indiana as set forth in IC § 4-2-
6, et seq., IC § 4-2-7, et seq. and the regulations promulgated thereunder. If Grantee has
knowledge, or would have acquired knowledge with reasonable inquiry, that a state
officer, employee, or special state appointee, as those terms are defined in IC 4-2-6-1,
has a financial interest in Project Funds, Grantee shall ensure compliance with the
disclosure requirements in IC § 4-2-6-10.5 prior to the execution of this Agreement.
If Grantee is not familiar with these ethical requirements, Grantee should refer any
questions to the Indiana State Ethics Commission or visit the Indiana Inspector General’s
website at http://www.in.gov/ig/. If Grantee or its agents violate any applicable ethical
standards, the RDA may, in its sole discretion, terminate this Agreement immediately upon
notice to Grantee. In addition, Grantee may be subject to penalties under IC §§ 4-2-6, 4- 2-
7, 35-44.1-1-4, and under any other applicable laws, all as amended from time to time.
C.Grantee certifies by entering into this Agreement that, to the best of its
knowledge, it is not presently in arrears in payment of taxes, permit fees or other statutory,
regulatory, or judicially required payments to the State of Indiana.
D.Grantee warrants that, to the best of its knowledge, it has no current,
pending or outstanding criminal, civil, or enforcement actions initiated by the State of
Indiana, and agrees that it will immediately notify the RDA of any such actions. During
the term of such actions, Grantee agrees that the RDA may suspend funding for the Project.
E.Grantee warrants that, to the best of its knowledge, Grantee and any
contractors performing work in connection with the Project shall obtain and maintain all
required permits, licenses, registrations, and approvals, and shall comply with all health,
safety, and environmental statutes, rules, and regulations in the performance of work
activities for the State of Indiana. Failure to do so may be deemed a material breach of this
Agreement and grounds for immediate termination and denial of grant opportunities with
the State of Indiana.
F.Grantee affirms that, if it is an entity described in Indiana Code Title 23, it
is properly registered and owes no outstanding reports to the Indiana Secretary of State.
G.If the RDA is asked by the IEDC or the SBA or any agency or
instrumentality of the Federal government to repay any Grant funds that the RDA has
disbursed to Grantee, Grantee shall, within fifteen (15) days of notice of such demand,
reimburse those funds to the RDA.
H. As required by IC § 5-22-3-7, as amended from time to time:
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(1)Grantee certifies that:
(a)Grantee, except for de minimis and nonsystematic
violations, has not violated the terms of:
(i)IC § 24-4.7 [Telephone Solicitation Of Consumers];
(ii)IC § 24-5-12 [Telephone Solicitations]; or
(iii)IC § 24-5-14 [Regulation of Automatic Dialing
Machines];
in the previous three hundred sixty-five (365) days, even if IC 24-
4.7 is preempted by federal law, all as amended from time to time;
and
(b)Grantee will not violate the terms of IC § 24-4.7 for the
duration of this Agreement, even if IC §24-4.7 is preempted by federal law,
all as amended from time to time.
(2)Grantee certifies that no affiliate of Grantee or any agent acting on
behalf of Grantee or on behalf of an affiliate of Grantee, except for de minimis and
nonsystematic violations,
(a)has violated the terms of IC § 24-4.7 in the previous three
hundred sixty-five (365) days, even if IC § 24-4.7 is preempted by federal
law, all as amended from time to time; or
(b)will violate the terms of IC § 24-4.7 for the duration of this
Agreement even if IC § 24-4.7 is preempted by federal law, all as amended
from time to time.
I.Grantee shall complete and return the Information and Questionnaire,
attached hereto as Exhibit “F”, and incorporated fully herein.
J.Grantee warrants that to the best knowledge of the undersigned on behalf of
Grantee, neither the undersigned nor any other member, employee, representative, agent,
or officer of Grantee, directly or indirectly, has entered into or been offered any sum of
money or other consideration for the execution of this Agreement other than that which
appears upon the face hereof.
K.Notwithstanding anything herein to the contrary, any obligation, duties or
compliance responsibility set forth under this Agreement on Grantee shall rest fully and
solely with said Grantee entity and not be an obligation, duty or compliance responsibility
of the individual volunteer member, officer, agent, or representative serving said Grantee
entity, except for any intentional malicious actions by such individual.
L.Grantee warrants and certifies that prior to the Effective Date, it provided
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to the RDA a complete, accurate, and truthful description of:
(1)all civil and administrative complaints against the Grantee or any of
its Principals within the five (5) years before the Effective Date for the violation of
any state or federal law that (a) resulted in a fine or penalty of more than ten
thousand dollars ($10,000) or (b) alleged an act or omission that constitutes a
material violation of state or federal law;
(2)all pending criminal complaints alleging the violation of any state or
federal laws that have been filed against the Grantee or any of its Principals within
the five (5) years before the Effective Date; and
(3)all judgments of criminal conviction entered against the Grantee or
any of its Principals within five (5) years before the Effective Date.
For purposes of this Section 10.L., “Principal” shall mean (i) an officer, a
corporation director, or a senior management official of Grantee, if Grantee is a is
corporation, partnership, limited liability company, or business association; or (ii) an
individual, a corporation, a limited liability company, a partnership, or a business
association that owns, directly or indirectly, at least a twenty percent (20%) interest in
Grantee.
11.COMPLIANCE WITH AUDIT AND REPORTING REQUIREMENTS;
MAINTENANCE OF RECORDS.
A.Grantees shall submit to an audit by the State of Indiana, or its authorized designee,
of funds paid through this Agreement and shall make all books, accounting records and other
documents available at all reasonable times during the term of this Agreement and for a period of
five (5) years after final payment for inspection by the IEDC or its authorized designee. One (1)
copy shall be furnished to the IEDC at no cost.
B.Grantee shall arrange for a financial and compliance audit that complies with 2
C.F.R. 200.500 et seq. if required by applicable provisions of 2 C.F.R. § 200 (Uniform
Administrative Requirements, Cost Principles, and Audit Requirements).
C.Separate and apart from the Grantee’s status in paragraph 11.B, if Grantee is a non-
governmental unit, Grantee shall file the Form E-1 annual financial report required by IC § 5-11-
1-4. The E-1 entity annual financial report will be used to determine audit requirements applicable
to non-governmental units under IC § 5-11-1-9. Audits required under this section must comply
with the SBA Uniform Compliance Guidelines for Examination of Entities Receiving Financial
Assistance from Governmental Sources, found at: https://www.in.gov/sboa/files/guidelines-
examination-entities-receiving- financial- assistance-government-sources.pdf, as amended from
time to time.
12.RISK OF LOSS AND INSURANCE. The Project shall be under the charge and
control of Grantee and all risks of loss or damage in connection therewith and the materials,
supplies and equipment to be used therein shall be borne exclusively by the Grantee. The Grantee
shall maintain, at Grantee’s own expense, insurance coverages insuring the Grantee, Grantee’s
Page 11 of 21
employees, agents and designees and the indemnitees as required herein in commercially
reasonable amounts, which insurance shall name the RDA and any additional party requested by
the RDA as an additional insured and shall incorporate a provision requiring the giving of written
notice to the RDA at least thirty (30) days prior to the cancellation, non-renewal or material
modification of any such policies as evidenced by return receipt of United States Certified Mail:
(a) Comprehensive General Liability Insurance in the amount of Five Million Dollars
($5,000,000.00) including coverage for blanket contractual liability, broad form property damage,
and personal injury; (b) Worker’s Compensation insurance in the amount of the statutory
maximum with an employer’s liability coverage of at least Five Hundred Thousand Dollars
($500,000.00); (c) Builder’s Risk Insurance in an amount at least equal to the projected completion
value of the Project covering property damage, as to any building or construction activity; and (d)
property insurance in an amount at least equal to the projected completion value of the Project. All
deductibles of any policy of insurance to be purchased by Grantee hereunder shall be borne by
Grantee. Grantee shall submit valid certificates in form and substance satisfactory to the RDA
evidencing the effectiveness of the foregoing insurance policies along with copies of the
amendatory riders to any such policies. Grantee hereby agrees to maintain the insurance described
hereinabove for the period of this Agreement and that referenced in Section 12(a) and (d) for two
(2) years following completion of the Project. Grantee hereby waives all rights of subrogation
against the RDA and such policies of insurance required herein shall include a waiver of
subrogation in favor of the RDA, which waiver shall be effective notwithstanding any duty to
indemnify otherwise imposed by contract or applicable law.
13.INDEMNITY. Grantee shall INDEMNIFY, DEFEND, AND HOLD HARMLESS
the RDA and its officers, board members, members, employees, and agents, from any and all
damages, losses, claims, demands, suits, liabilities, penalties, or forfeitures of every kind and
nature (collectively “Claims”), including, but not limited to, reasonable attorneys’ and experts’
fees and expenses, and other costs and expenses of defending against the same, and payment of
any settlement or judgment therefore, by reason of bodily and other personal injuries to or deaths
of persons; damages to tools or equipment owned or leased by Grantee; damages to other property;
the release or threatened release of a hazardous substance or any pollution or contamination of or
other adverse effects on the environment; violations of any applicable laws; or infringement of
patent, copyright, trademark, trade secret, or other property right to the extent resulting or alleged
to have resulted from acts or omissions of Grantee, its employees, agents, contractors,
subcontractors, or other representatives or otherwise arising out of, relating to, or in connection
with, directly or indirectly, the performance of this Agreement, the Project or otherwise, whether
suffered directly by the RDA or indirectly by reason of third party claims, demands, or suits. This
obligation to indemnify, defend, and hold harmless shall survive termination or expiration of this
Agreement and shall apply whether or not it is alleged that the RDA in any way contributed to the
Claims or is liable due to a non-delegable duty; however, Grantee shall not be responsible for any
Claim(s) which are caused by the sole negligence or sole willful misconduct of the RDA where
such is contrary to law. The indemnification obligation under this Agreement may not be limited
in any way by any limitation on the amount or type of damages, compensation or benefits payable
by or for the Grantee or any contractor(s), subcontractor(s) or materialmen under worker’s or
workmen’s compensation acts, disability benefit acts or other employee benefits acts. Without
limiting the generality of the foregoing, the indemnity herein shall include all Claims arising out
of personal injury, death, or damage to personal property of the Grantee or its contractors or
subcontractor’s employees or agents or licensees or invitees or to any other persons, whether based
Page 12 of 21
upon or claimed to be based upon, statutory, contractual, common law, tort (including but not
limited to negligence, fraud, conversion, intentional tort or other common law tort) or other
liability of Grantee, Grantee’s representatives, employees, contractors, subcontractors, material
men or suppliers or any other persons. The promise of indemnification herein shall be construed
to reflect Grantee’s intent to indemnify the RDA to the fullest extent permitted by law for such
Claims. Grantee shall insure specifically the indemnity contained hereinabove and shall include
the RDA as an additional insured by causing amendatory riders or endorsements to Grantee’s
insurance policies. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER
PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR
CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMS FOR STATUTORY OR
COMMON LAW INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, OR TREBLE DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING
STRICT LIABILITY AND NEGLIGENCE) SUCH AS, BUT NOT LIMITED TO, LOSS OF
USE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, DEPRECIATION
OR DIMINUTION IN VALUE, EVEN IF THE PARTY HAD BEEN ADVISED, OR KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
14.LIENS. The Grantee shall make prompt payments to all persons who have done
work or furnished materials for the Grantee’s performance of the work and shall, from time to time
upon demand, furnish satisfactory evidence to the RDA that such persons are entitled to no further
compensation. In the event a lien shall be filed against the Project, by any person who has, or has
alleged to have, done work or furnished materials for or in the performance of the Grantee or its
representatives work, the Grantee shall at its expense, upon demand of the RDA, take all necessary
action, by bond or otherwise, to cause any such lien to be released or discharged therefrom, and
Grantee shall fully indemnify the RDA against any loss or expense in connection therewith,
including reasonable expert and attorneys’ fees incurred by the RDA.
15.TERMINATION.
A.Termination for Cause. A breach by Grantee of any representation,
certification, or warranty made herein, or Grantee’s failure to complete the Project in
accordance with Section 4 herein or to expend Project Funds in accordance with this
Agreement and the IEDC Agreement may be considered a material breach hereof and shall
entitle the RDA to (i) suspend payment of Project Funds, (ii) suspend Grantee’s
participation in the RDA, READI, and/or the IEDC grant programs until such time as all
material breaches are cured to the RDA’s and/or the IEDC’s satisfaction, and/or (iii) deem
all Project Funds, spent or unspent, due and payable to the RDA. The expenditure of Project
Funds other than in conformance with this Agreement and the IEDC Agreement may be
deemed a breach of this Agreement. Grantee explicitly covenants that it shall repay to the
RDA all funds not spent in conformance with this Agreement and/or the IEDC Agreement
within twenty (20) days following the RDA’s demand for payment of such. If the RDA or
the IEDC is subject to any fine, penalty or fee as a result of Grantee’s improper expenditure
of Project Funds, Grantee shall fully reimburse the RDA and/or the IEDC for any such
fine, penalty or fee and any other related incurred expense.
B.Termination for Convenience. Grantee acknowledges and agrees that unless
prohibited by a statute or regulation relating to the award of the Grant, the IEDC Agreement
Page 13 of 21
may be terminated, in whole or in part, by the IEDC whenever, for any reason. Upon
termination of the IEDC Agreement, this Agreement shall terminate. Termination shall be
effected by delivery to Grantee of a termination notice, specifying the extent to which such
termination becomes effective. Absent an existing default or breach by Grantee as of the
date of the termination notice contemplated herein, Grantee shall be compensated for
completion of the Project properly done prior to the effective date of the termination. The
RDA will not be liable for work on the Project performed after the effective date of the
termination. In no case shall total payment made to Grantee exceed the original Project
Funds award.
C.Notice. In all instances of termination for cause or for convenience, Grantee
will be provided notice and an opportunity for a hearing according to 2 CFR § 200.340
through § 200.343, as amended from time to time.
16.CANCELLATION OF FUNDING. In the event the Director of the SBA makes
a written determination that Grant and/or Project Funds are not appropriated or otherwise available
to support the continuation of performance of this Agreement, such determination shall be final
and conclusive, and this Agreement shall be immediately cancelled.
17.EMPLOYMENT ELIGIBILITY VERFICATION. As required by IC § 22-5-
1.7, as amended from time to time, if Grantee has employees, Grantee hereby swears or affirms
under the penalties of perjury that:
A.Grantee has enrolled and is participating in the E-Verify program;
B.Grantee has provided documentation to the IEDC that it has enrolled and is
participating in the E-Verify program;
C.Grantee does not knowingly employ an unauthorized alien;
D.Grantee shall require its contractors who perform work under this
Agreement to certify to Grantee that the contractor does not knowingly employ or contract
with an unauthorized alien and that the contractor has enrolled and is participating in the
E-Verify program. Grantee shall maintain this certification throughout the duration of the
term of any contract or agreement with a contractor.
The RDA may terminate this Agreement for default if Grantee fails to cure a breach of this
provision no later than thirty (30) days after being notified by the RDA.
18.DRUG-FREE WORKPLACE CERTIFICATION. As required by Executive
Order No. 90-5, dated April 12, 1990, issued by the Governor of Indiana, as amended from time
to time, the Grantee, if it has employees, hereby covenants and agrees to make a good faith effort
to provide and maintain a drug-free workplace. The Grantee will give written notice to the RDA
within ten (10) days after receiving actual notice that the Grantee, or an employee of Grantee in
the State of Indiana, has been convicted of a criminal drug violation occurring in the workplace.
False certification or violation of this certification may result in sanctions including, but not limited
to, suspension of disbursements under this Agreement, termination of this Agreement, and/or
debarment of contracting opportunities with the State of Indiana for up to three (3) years.
Page 14 of 21
In addition to the provisions of the above paragraph, if the total amount set forth in this
Agreement is in excess of $25,000.00, the Grantee agrees that it will provide a drug-free workplace
by:
A.Publishing and providing to all of its employees a statement notifying them
that the unlawful manufacture, distribution, dispensing, possession or use of a controlled
substance is prohibited in the Grantee’s workplace and specifying the actions that will be
taken against employees for violations of such prohibition;
B.Establishing a drug-free awareness program to inform its employees of: (1)
the dangers of drug abuse in the workplace; (2) the Grantee’s policy of maintaining a drug-
free workplace; (3) any available drug counseling, rehabilitation, and employee assistance
programs; and (4) the penalties that may be imposed upon an employee for drug abuse
violations occurring in the workplace;
C.Notifying all employees in the statement required by subparagraph (A)
above that as a condition of continued employment the employee will: (1) abide by the
terms of the statement; and (2) notify the Grantee of any criminal drug statute conviction
for a violation occurring in the workplace no later than five (5) days after such conviction;
D.Notifying the RDA in writing within ten (10) days after receiving notice
from an employee under subdivision (2) above, or otherwise receiving actual notice of such
conviction;
E.Imposing, within thirty (30) days after receiving notice under subdivision
(C)(2) above of a conviction, the following sanctions or remedial measures on any
employee who is convicted of drug abuse violations occurring in the workplace: (1) taking
appropriate personnel action against the employee, up to and including termination; or (2)
requiring such employee to satisfactorily participate in a drug abuse assistance or
rehabilitation program approved for such purposes by a federal, state or local health, law
enforcement, or other appropriate agency; and
F.Making a good faith effort to maintain a drug-free workplace through the
implementation of subparagraphs (A) through (E) above.
19.NONDISCRIMINATION. Pursuant to Indiana Code § 22-9-1-10, the federal
Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans with
Disabilities Act, the Grantee covenants that it shall not discriminate against any employee or
applicant for employment related to this Agreement or the Project with respect to the hire, tenure,
terms, conditions or privileges of employment or any matter directly or indirectly related to
employment, because of race, color, religion, sex, age, disability, national origin, ancestry, status
as a veteran, or any other characteristic protected by federal, state, or local law. Breach of this
covenant may be regarded as a material breach of this Agreement. Furthermore, Grantee certifies
compliance with applicable federal laws, regulations, and executive orders prohibiting
discrimination based on these protected characteristics in the provision of services. Grantee
understands that the RDA is a recipient of federal funds, and therefore, where applicable, Grantee
and its subcontractors shall comply with requisite affirmative action requirements, including
Page 15 of 21
reporting, pursuant to 41 CFR Chapter 60, as amended, and Section 202 of Executive Order 11246
as amended by Executive Order 13672, all as amended from time to time.
20.DIVERSITY BUSINESSES. Grantee shall use its reasonable best efforts and is
encouraged to contract for services with or purchase materials from Indiana-based persons,
including contracting with Indiana minority, women’s, and veteran’s business enterprises.
21.INFORMATION TECHNOLOGY ACCESSIBILITY STANDARDS. Any
information technology related products or services purchased, used, or maintained through
Project Funds must be compatible with the principles and goals contained in the Electronic and
Information Technology Accessibility Standards adopted by the Architectural and Transportation
Barriers Compliance Board under Section 508 of the federal Rehabilitation Act of 1973 (29 U.S.C.
§794d), as amended from time to time. The federal Electronic and Information Technology
Accessibility Standards can be found at: https://www.access-board.gov/ict.html
22.DEBARMENT AND SUSPENSION.
A.Grantee represents, warrants, and certifies that neither it nor its principals
are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from entering into this Agreement by any federal agency, branch of
government, or by any department, agency, or political subdivision of the State of Indiana.
The term “principal” for the purposes of this Agreement shall mean any officer, director,
or member.
B.Grantee represents, warrants, and certifies that it has verified the suspension
and debarment status for all subcontractors, vendors, or other lower tier subrecipients
receiving funds under this Agreement and shall be solely responsible for any recoupments
or penalties that might arise from non-compliance. Grantee shall immediately notify the
RDA if any subcontractors, vendors, or other lower tier subrecipients become debarred or
suspended, and shall, at the RDA’s request, take all steps required to terminate its
contractual relationship with the subcontractors, vendors, or other lower tier subrecipients.
C.The RDA reserves the right to immediately suspend, in whole or in part,
this Agreement, including any further disbursements of Project Funds, for the appearance
of an actual or potential violation of this Agreement or any relevant provision of federal or
State laws, rules, or regulations. Grantee shall be provided with notice of the suspension
and a thirty (30) day period in which to cure said violation or demonstrate to the RDA that
no violation exists. In the event an act (or failure) of the Grantee requires prompt
intervention by the RDA, an authorized RDA representative may provide the Grantee with
verbal notification of the suspension and extent thereof. Written notice of the suspension
shall be provided to the Grantee within fifteen (15) days from the date of verbal
notification. The notice shall include the qualifying violation(s) for such suspension and
the extent of the suspension. In determining the suspension, the RDA may consider the
following criteria: (i) the severity of the violation; (ii) the number of similar violations; (iii)
whether the violations were willful or intentional; (iv) whether the violations involved
dishonesty; (v) the history of prior violations; or (vi) such other information the RDA
determines in its sole discretion is relevant. In the event the RDA determines that the issue
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
Page 17 of 21
Grantee: GLC Madison Development Corp.
7410 Aspect Drive, Suite 100
Granger, IN 46530
Attn: Bradley J. Toothaker, President
Sponsor: GLC Madison Development Corp.
7410 Aspect Drive, Suite 100
Granger, IN 46530
Attn: Richard J. Deahl, General Counsel
Any party may change its mailing address by serving written notice of such change and of
such new address upon the other party.
25.PERIODIC MONITORING REVIEWS. The IEDC may carry out periodic
monitoring reviews (“Periodic Monitoring Reviews”) of the RDA and/or the Project, as deemed
appropriate by the IEDC. The Grantee shall extend to the IEDC and/or RDA and its authorized
designees its full cooperation and give full access to its Project sites and to relevant documentation.
The RDA shall not be required to provide the Grantee advance notice of such Periodic Monitoring
Reviews except as reasonably required to make sure the necessary individuals and materials are
available. Grantee shall cooperate in such monitoring and evaluation efforts and shall produce all
documentation reasonably requested by the IEDC. The IEDC shall designate the location of the
Periodic Monitoring Reviews (e.g., onsite, the IEDC’s premises or at a location of the RDA’s).
Periodic Monitoring Reviews may consist of the following: (i) whether a Project’s activities are
consistent with those set forth in this Agreement, the approved Claim Form, the RDP, or any
additional information or documentation the RDA has submitted to the IEDC; (ii) a complete,
detailed analysis of actual non-public funds, State support, and other public funds expended to date
on the on a Project and conformity with a Claim Form; (iii) a detailed listing of a Project’s costs
by Project budget line item which are accrued yet unpaid, if applicable; (iv) a written evaluation
of a Project with respect to the RDA and/or Grantee’s timely progress in Project management,
financial management, control systems, procurement systems and methods, and performance
relative to timely submission of the RDA’s quarterly progress reports required pursuant to the
IEDC Agreement. Grantee shall take all actions reasonably necessary to correct or cure any issues
identified by the IEDC during its Periodic Monitoring Reviews. Failure to do so may allow the
RDA to suspend or terminate this Agreement. In the event that the IEDC requests a final audit
following the completion of the Project, the Grantee shall cooperate with such audit and any and
all other requests for monitoring or evaluation efforts required by the RDA or the IEDC.
26.DISCLOSURE OF PUBLIC RECORDS. Grantee understands that this
Agreement is a public record as defined by the Indiana Access to Public Records Act (Indiana
Code § 5-14-3-1, et seq. (“APRA”)), and, once fully executed, will be posted on the IEDC’s
transparency portal, which is available at https://transparency.iedc.in.gov. The Claim Form and
any reports submitted to the IEDC by the RDA under this Agreement are also public documents
and are subject to public inspection pursuant to the Indiana Access to Public Records Act.
Page 18 of 21
Confidential financial information and other information that Grantee desires to be withheld from
disclosure in accordance with the Indiana Access to Public Records Act shall be submitted in a
separate addendum clearly designated by Grantee as confidential along with reference to the basis
for such non-disclosure pursuant to APRA. The RDA shall not be liable to Grantee for any claims
or damages arising from the disclosure of any documents or information marked confidential.
Grantee shall also allow the RDA to distribute public information, data, or statistics that the RDA
collects on its RDP and the Project to third parties. If requested, the Grantee shall work together
with the RDA or a third party, as applicable, on the terms of the data collection, format, submission
timelines and distribution methods.
27.PUBLIC RELEASE. Grantee shall use reasonable efforts to coordinate with the
RDA in advance of issuing any public relations communications and/or materials, including press
releases, or otherwise responding to media inquiries (collectively, “Public Release”) in relation to
the subject matter of this Agreement, including the Project. Should the RDA reasonably object to
the Grantee’s Public Release, the parties agree to work together to resolve and/or revise the Public
Release. Grantee shall ensure that prompt responses and materials are provided to the RDA for the
preparation of any Public Release. Grantee shall designate an individual to serve as the primary
contact regarding Public Releases. In no event shall Grantee be required to notify the RDA prior
to making a notice, submission, or disclosure required by law.
28.USE OF IEDC AND RDA NAME. The RDA and the IEDC have not granted any
rights to use their name, trademark, intellectual property, or logos under this Agreement or the
IEDC Agreement. Grantee shall not use the IEDC’s or the RDA’s name or intellectual property,
including IEDC or RDA trademarks or logos, in any manner, including commercial advertising or
as a business reference, without the prior written consent of the IEDC or the RDA, as applicable.
For any purposes outside those contemplated by this Agreement, and for which the IEDC’s
participation will be referenced, the IEDC or the RDA shall have the right of review and approval
of the use, disclosure, and the finished product prior to publication. All such requests from the
Grantee must be made in writing and delivered to the RDA for approval at its sole discretion. Any
requests by Grantee for the use of the IEDC name or intellectual property shall be first submitted
to the RDA who shall work with the IEDC regarding review and approval.
The Grantee shall not invoke the name of the RDA or any officer, director or agent of the
RDA in connection with any public or private presentation or meeting with respect to the Project,
including, without limitation, that the RDA, officer, director or agent supports the Project, without
the prior written permission of the RDA. The approval of Project Funds relates only to the issue
of the Project as being, in general, of regional importance, and not an endorsement of the physical
project or the Grantee.
29.ASSIGNMENT. The RDA shall have the right to unilaterally assign its rights to
recover Project Funds and delegate its rights under this Agreement to the IEDC. In such event, the
RDA shall provide notice to Grantee of such unilateral assignment and delegation. THE PARTIES
AGREE THAT IN NO EVENT SHALL THIS PROVISION BE VOIDED OR CONSTITUTE A
MATERIAL BREACH AS SIGNATURE TO THIS AGREEMENT SHALL CONSTITUTE THE
PARTIES’ CONSENT TO THE RDA’S UNILATERAL ASSIGNMENT AND DELEGATION
Page 19 of 21
TO THE IEDC. Grantee shall not assign, transfer, or convey or otherwise dispose of this
Agreement or any part hereof, to any person, company, or corporation, without the prior written
consent of the RDA, except that Grantee may, with the approval of the RDA in its sole discretion
and in no case other than pursuant to a separate agreement between Grantee, the RDA, Sponsor,
and the City of South Bend or an entity thereof (the “City”), assign the Project Funds to the City,
provided that no default by Grantee or Sponsor exists under this Agreement or the Repayment
Agreement, the City agrees to be bound by the terms and conditions of the READI program and
Sections 8, 10, 11, and 25 herein, and Grantee remains fully responsible for compliance with the
terms of this Agreement. Any assignment hereunder shall in no way modify or affect Sponsor’s
obligations under the Repayment Agreement. Any assignment in violation of this Section 29 shall
be null and void.
30.GOOD FAITH ASSURANCES. The parties to this Agreement shall in good faith
undertake to perform their obligations under this Agreement, to satisfy all conditions and to cause
the transactions contemplated by this Agreement to be carried out promptly in accordance with the
terms of this Agreement. Upon the execution of this Agreement and thereafter, each party shall do
such things as may be reasonably requested by the other party hereto in order more effectively to
consummate or document the transactions contemplated by this Agreement.
31.ADDITIONAL RIGHTS. If at any time during the term of this Agreement,
Grantee fails to submit any documentation required herein within a reasonable time following the
RDA’s written request, such failure shall be deemed an event of default under this Agreement and
the Repayment Agreement, and the RDA may terminate this Agreement; provided, that Grantee
shall have thirty (30) days following receipt of written notice from the RDA of such failure to cure
any such failure. During the aforementioned cure period, Grantee shall, with respect to matters
within its control, act with diligence to effectuate said cure. Upon termination of this Agreement
under this Section and without affecting the RDA’s rights under the Repayment Agreement,
Grantee, upon demand of the RDA, shall pay to the RDA damages in an amount not to exceed the
total amount of Project Funds received by Grantee.
32.MISCELLANEOUS.
A.The headings in this Agreement are intended solely for reference and will
be given no effect in the construction or interpretation of this Agreement.
B.The parties agree that this Agreement, including any attached exhibits
and/or attachments, supersedes all prior oral and written proposals and communications, if
any, and sets forth the entire agreement of the parties with respect to the subject matter
hereof.
C.This Agreement may not be altered or amended except in writing, signed
by authorized representatives of the RDA and Grantee.
D. No waiver of any default, failure to perform, condition, provision, or breach
of this Agreement will be deemed to imply or constitute a waiver of any other like default,
Page 20 of 21
failure to perform, condition, provision, or breach of this Agreement.
E.If any paragraph, term, condition, or provision of this Agreement is found
by a court of competent jurisdiction to be invalid or unenforceable, or if any paragraph,
term, condition, or provision is found to violate or contravene the laws of the State of
Indiana, then the paragraph, term, condition, or provision so found will be deemed severed
from this Agreement, but all other paragraphs, terms, conditions, and provisions will
remain in full force and effect.
F.This Agreement shall be governed in accordance with the laws of the state
of Indiana. The venue for disputes hereunder shall be exclusive to local and federal courts
of St. Joseph County, Indiana.
G.The Grantee shall be responsible for providing all legally required
unemployment and workers’ compensation insurance for its employees, if any.
H.Unless otherwise terminated or modified as expressly permitted hereunder,
this Agreement shall remain in force during the term of this Agreement. Notwithstanding
anything contained herein to the contrary, provisions of this Agreement which by their
nature contemplate rights and obligations of the parties to be enjoyed or performed after
the Expiration Date shall survive until their purposes are fulfilled.
I.This Agreement may be executed through an original or electronically, and
in duplicate or through counterparts, each of which shall be deemed to be an original, and
all of which shall constitute but one and the same agreement.
J.If the Grantee refers to more than one entity, each entity shall be jointly and
severally responsible to satisfy the obligations under this Agreement. In the event of a
default, all entities are jointly and severally liable for the obligations in this Agreement,
irrespective of which entity caused the default.
K.Nothing in this Agreement shall be construed to confer any rights or
remedies on any third party not a signatory to this Agreement, including the employees, or
other contractors of the Grantee.
L. This Agreement was reviewed and/or revised by legal counsel for the RDA
and Grantee, and no presumption or rule that ambiguity shall be construed against the party
drafting the document shall apply to the interpretation or enforcement of this Agreement.
M.Nothing in this Agreement is intended to preclude or limit the RDA’s ability
to seek remedies available at law or in equity against the Grantee in respect to claims of
mismanagement, misappropriation, fraud, concealment, or similar claims of disbursed
Project Funds.
N.The undersigned on behalf of Grantee attests, subject to the penalties for
Page 21 of 21
perjury, that the undersigned is the Grantee, or that the undersigned is the properly
authorized representative, agent, member, or officer of Grantee and has all due authority
to execute this Agreement.
[Reminder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first written above.
“RDA”:
NORTHERN INDIANA REGIONAL
DEVELOPMENT AUTHORITY
“GRANTEE”:
GLC MADISON DEVELOPMENT CORP.,
an Indiana corporation
By:
John DeSalle, Board Chair
By:
Bradley J. Toothaker, President
“SPONSOR”:
GREAT LAKES CAPITAL
DEVELOPMENT, LLC,
an Indiana limited liability company
By:
Bradley J. Toothaker, President
Index of Exhibits
Schedule 1 – Disbursement of Funds Schedule
Schedule 2 – Use of Project Funds Detail
Exhibit A – IEDC Agreement
Exhibit B – Project Description
Exhibit C – READI Claim Form
Exhibit D – Project Change Form
Exhibit E – Claim Voucher
Exhibit F – Information and Questionnaire
SCHEDULE 1 to
SUBGRANT AGREEMENT
[DISBURSEMENT OF FUNDS SCHEDULE ATTACHED]
SCHEDULE 2 to
SUBGRANT AGREEMENT
[USE OF PROJECT FUNDS DETAIL ATTACHED]
IEDC Project #: 00213
Project Name: Beacon GLC Integrated Health and Lifestyle District
USE OF PROJECT FUNDS DETAIL
Total READI Project Funds: ________ $11,780,00.00
# Line-Item Description Use of Project Funds Project Funds Allocation
1. Design & Bidding- parking structure soft $ 1,780,000.00
2. Construction- parking structure $ $10,000,000.00
3. $
4. $
5. $
6. $
7. $
8. $
9. $
10. $
11. $
12. $
13. $
14. $
[Schedule 2 to Regional Economic Acceleration and Development Initiative Subgrant Agreement]
EXHIBIT “A” to
SUBGRANT AGREEMENT
[IEDC AGREEMENT ATTACHED]
EXHIBIT A
The complete Exhibit A can be found at the following link:
https://www.iedc.in.gov/program/indiana- readi/regions
EXHIBIT “B” to
SUBGRANT AGREEMENT
[PROJECT DESCRIPTION ATTACHED]
EXHIBIT “C” to
SUBGRANT AGREEMENT
[READI CLAIM FORM ATTACHED]
EXHIBIT “D” to
SUBGRANT AGREEMENT
[MATERIAL CHANGE FORM ATTACHED]
REGIONAL ECONOMIC ACCELERATION AND DEVELOPMENT INITIATIVE
SUBGRANT AGREEMENT (“AGREEMENT”)
MATERIAL CHANGE FORM
Name of Grantee:
Project Name:
Grantee Contact Name:
Date of “Material Change”:
Description of “Material Change”:
Pursuant to Section 5 of the Agreement, Grantee shall provide notice to the RDA within
fifteen (15) days of any material change to the Project on this form. A material change occurs
when there is any of the following: (i) an increase in the total cost of the Project of five percent
(5%) or more and which, as a result of said increase, would require additional Project Funds for
the Project, or (ii) a change in the nature of the Project from the Grantee’s submission on the
approved Claim Form. This form shall be delivered to the RDA in person, by Federal Express,
UPS or similar overnight carrier, or by United States mail, postage pre-paid to the RDA’s address
in the Agreement.
Grantee Contact Signature Title Date
[Exhibit D to Regional Economic Acceleration and Development Initiative Subgrant Agreement]
EXHIBIT “E” to
SUBGRANT AGREEMENT
[CLAIM VOUCHER ATTACHED]
EXHIBIT “F” to
SUBGRANT AGREEMENT
[INFORMATION AND QUESTIONNAIRE ATTACHED]