HomeMy WebLinkAbout6.F.(2) Tech Dev Grant Fund Grant Agreement~l
PROJECT 1.D.: x01499
INDIANA ECONOMIC DEVELOPMENT CORPORATION
TECHNOLOGY DEVELOPMENT GRANT FUND
GRANT AGREEMENT
(REV: 4/08)
GRANT I.D.: TDGF-08-10006
THIS AGREEMENT, entered into by and between INDIANA ECONOMIC DEVELOPMENT CORPORATION
(hereinafter referred to as the "State" or the "Grantor") and the SOUTH BEND REDEVELOPMENT
COMMISSION, for and on behalf of the City of South Bend, Indiana, Department of Redevelopment
(hereinafter referred to as the "Grantee"), is executed pursuant to the terms and conditions set forth herein,
and shall be dated as of the date of final execution by all parties hereto. In consideration of those mutual
undertakings and covenants, the parties agree as follows:
1. PURPOSE OF AGREEMENT:
The purpose of this Agreement is to enable the State to make a grant to the Grantee named above
from the State of Indiana's Technology Development Grant Fund (TDGF) of the lesser of Two
Million and 00/100 Dollars ($2,000,000.00) or One Hundred Percent (100%) of eligible costs (the
"Maximum Grant Amount") of the project as described in Exhibits A and B of this Agreement (the
"Project"), both of which are attached hereto and incorporated herein by reference. The grant shall
be used exclusively in accordance with the provisions contained in this Agreement and in lndiana
Code § 5-28-10 establishing the Technology Development Grant Fund, as well as any rules
adopted thereunder, and for no other purpose.
2. TERM OF AGREEMENT:
The term of this Agreement shall be from September 22, 2008 until September 22, 2010, unless
sooner terminated as described in this Agreement (the "Expiration Date"). All work and/or services
under this Agreement must be completed by August 31, 2010 (the "Goal Date"). Grantee shall have
until the earlier of (i) fifteen (15) business days prior to the Expiration Date or (ii) thirty (30) days from
the completion of work done or services performed to submit claims to draw down the grant funds.
In no event shall payments be made for work done or services performed after the Expiration Date.
The Grantee may request in writing that the Expiration Date of this Agreement be extended;
provided that the amount of funds disbursed under this Agreement not exceed the original Grant
amount. The State, through a duly authorized representative, may approve or deny such request in
its sole and unreviewable discretion. Documentation approving an extension shall be attached
hereto as an addendum. A duly authorized representative of the State may not extend the
Expiration Date of this Agreement beyond December 31, 2010 unless the Agreement is renewed
under Paragraph 19. 1f the Expiration Date is extended, all other provisions of this Agreement shall
remain in full force and effect.
3. DESIGN AND IMPLEMENTATION OF PROJECT:
The Grantee shall be solely responsible for the proper design and implementation of the economic
development Project that accomplishes the goals of the technology park established under Indiana
Code § 36-7-32 and is described at Exhibit A. Although not expressly attached to this Agreement,
the Grantee agrees to complete said Project in accordance with the plans and specifications
contained in its application. Modifcation of its application shall require prior written approval of the
State.
4. MONITORING BY THE STATE:
(A.) The Grantee shall submit to the Grantor on a calendar quarterly basis, a Quarterly Progress
Report. These reports must detail progress made towards completing the Project
description and goals (as described at Exhibit A) by the Grantee, as described in this
Agreement.
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(B.) The Quarterly Progress Report must be submitted far the duration of this Agreement and
until the Project goals have been met and all required documentation has been submitted to
the Grantor. The Grantee has until the Goal Date to meet the Project goals set forth in this
Agreement.
(C.) Should the Grantee fail to meet the Project goals by said Goal Date, the Grantee shall
provide the Grantor within thirty (30) days of the Goal Date a written justification detailing
why said goal(s) were not met by the Goal Date.
(D.) In the event that such Quarterly Progress Reports are not submitted within the time frame
allotted or Grantee fails to produce the evidence required by the Grantor under this
Paragraph 4, the Grantee shall be deemed to be in material breach of this Agreement and
the Grantor may, among its other remedies under this Agreement, withhold authorization for
any payment request of the grant funds until such time as the deficiency is corrected.
(E.) The State will periodically carry out a Monitoring Review (as defined below), including an
evaluation of activities, as deemed appropriate. The Grantee will effectively ensure the
cooperation of the Grantee's employees and any subgrantee in such monitoring and
evaluation efforts. The Grantee will take all actions necessary to correct or cure any findings
identified by the State during its monitoring and evaluation, including causing any
subgrantee to correct or cure any findings identified by the State during its Monitoring
Review and evaluation activities. The Grantee acknowledges that the State may not access
or disburse grant funds until the State completes the Monitoring Review and evaluation of
activities it deems appropriate.
(F.) After completion of the Project and before the final payment of up to Four Hundred
Thousand Dollars ($400,000.00) or Twenty Percent (20%) of the grant (the "Final
Distribution Amount") can be paid to the Grantee, the State may elect to conduct an on-site
monitoring review of the Project ("Monitoring Review"). The Monitoring Review would
document the following:
(1.) Whether state, local and/or private funds allocated for the Project were expended for
activities consistent with the Grantee's grant application and Exhibits A and B of this
Agreement.
(2.) A complete, detailed analysis of actual state, local andlor private funds expended to
date on the Project and conformity with the amounts for each line item of the Budget
(as defined in Paragraph 7).
(3.) A detailed listing of all Project costs by Budget line item which are accrued yet
unpaid, if any;
(4.) A written evaluation as to the Grantee's timely progress in Project management,
financial management and control systems, procurement systems and methods, and
performance relative to timely submission of Quarterly Project Reports; and
(5.) A written evaluation as to the Grantee's compliance with procurement policy and
procedures.
The parties acknowledge that the Monitoring Review is only for the benefit of the State and
that the State may elect, in whole or in part, to allow a payment to be made before the
Monitoring Review has been completed.
(G.) If Grant funds are disbursed and the Grant is terminated by either party prior to the
Expiration Date set forth in Paragraph 2 of this Agreement, the State may elect to conduct
an on-site Monitoring Review of the Project as described in Paragraphs 4 and 5 of this
Agreement.
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5. PAYMENT OF GRANT FUNDS BY THE STATE:
The payment of this grant by the State to the Grantee shall be made in accordance with the following
schedule and conditions:
(A.) This Agreement must be fully executed
(B.) All the evidentiary materials required by Exhibit C attached hereto and incorporated must be
submitted to and approved by the State.
(C.) Any other grant conditions as specified in Exhibit C must be met to the State's satisfaction.
(D.) All payments will be made in arrears only upon presentation of approved and signed State of
Indiana Claim Vouchers. Payments made by the Sponsor (as defined in Exhibit A) shall be
deemed to be payment by the Grantee for purposes of processing the Grantee's claims.
Such claim vouchers must be submitted with a Budget Expenditure Report detailing
disbursements of grant, local and/or other funds by Project budget line items in accordance
with the Budget.
(E.) The Grantor may require the Grantee to produce satisfactory evidence, in the sole opinion of
the Grantor, that substantial progress has been made towards completion of the Project,
that in light of the progress the Project is likely to be completed as scheduled. and that the
conditions set forth or referenced in this Paragraph 5 have been met, prior to making a
payment under this Agreement. All payments are subject to the Grantor's determination that
the Grantee's pertormance to date conforms to the Project as approved and described at
Exhibit A, notwithstanding any other provision of this Agreement to the contrary. In the
event that the Grantee fails to show that the progress or completion of the Project conforms
to the description and schedule set forth in this Agreement, the State may impose sanctions
against the Grantee in accordance with Paragraph 5(J) or may terminate the Agreement
under Paragraph 20.
(F.) As stated in Paragraph 4 of this Agreement, all Quarterly Progress Reports must be
submitted in the time frame allotted. In the event the Quarterly Progress Reports are not
submitted in the time frame allotted, the Grantor may withhoid authorization for any payment
request until such time as the deficiency is corrected.
(G.) No travel expenses should be eligible for reimbursement under this Agreement.
(H.) The Grantor shall retain an amount of up to the Final Distribution Amount until the Grantor
receives the following documents:
(1.) A report prepared by a duly authorized representative of the Grantor summarizing
the Monitoring Report, detailing how funds have been spent on the Project in
accordance with the Budget and evaluating the Grantee's timely progress. This
Monitoring Review is subject to Paragraphs 4 and 5 of this Agreement.
(2.) A final payment request submitted on an approved and signed State of Indiana
Claim Voucher, and a Budget Expenditure Report.
(I.) Notwithstanding any other provision of this Agreement, the Grantee expressly agrees that
the monies provided herein by the State are limited to the Maximum Grant Amount for
eligible Project expenditures as described in Exhibit B of this Agreement. The Grantor may
deobligate any grant funds which have not been expended and drawn down as of the
Expiration Date.
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(J.) Failure to complete the Project and expend state, focal and/or private funds in accordance
with this Agreement may be considered a material breach of the Agreement and shall entitle
the State to impose sanctions against the Grantee including, but not limited to, suspension
of all grant payments, andlor suspension of the Grantee's participation in State grant
programs until such time as all material breaches are cured to the State's satisfaction.
Sanctions may also include repayment of all Grantee funds and all funds from the State of
Indiana, whether or not they are held or were expended for this Project or accounted for in
the Budget.
(K.) All payments shall be made in arrears in accordance with State fiscal policies and
procedures and, as required by Indiana Code § 4-13-2-14.8 by electronic funds transfer to
the financial institution designated by the Grantee in writing unless a specifc waiver has
been obtained from the Auditor of the State, notwithstanding any other law, rule or custom to
the contrary. The written authorization must designate a financial institution and an account
number to which all payments are to be credited. For forms and additional information see
the Auditor of State's website at www.in.govlauditor/forms. No payments will be made in
advance of receipt of the goods or services that are the subject of this Agreement except as
permitted by Indiana Code § 4-13-2-20 or by Indiana Code § 5-28-8.
6. ACCESS TO RECORDS:
(A.) Grantee and its permitted subgrantees or subcontractors, if any, shall maintain all books,
documents, papers, accounting records, and other evidence pertaining to costs incurred
under this Agreement ("Records"), for inspection by the Grantor, the State of Indiana or by
any of their respective authorized representatives, and reasonable requests for copies
thereof shall be furnished to the Grantor and the State of Indiana if requested. Grantee and
its permitted subgrantees, if any, shall make all Records available at their respective offices
at all reasonable times during the Term of this Agreement and for three (3) years from the
date of final payment under this Agreement or until a state or federal audit has been
completed and all audit exceptions cleared, whichever is earlier.
(B.) If the Grantor determines that fraud or other criminal misconduct has occurred with
disbursements made to Grantee (including any subgranted to the Sponsor), the Grantor will
consider Grantee in default and will terminate this Agreement in accordance with Paragraph
20. Grantee will be responsible for reimbursement to the Grantor of the full amount granted
to Grantee at the time of the termination.
(C.) The Grantor and authorized representatives and staff of the Grantor have the right, at all
reasonable times, to make site visits to: (1) review Project accomplishments and to confer
with principals of the Grantee and permitted subgrantees, if any; (2) to audit Records and
management control systems; and (3) to provide such technical assistance as may be
required. If any site visit is made on the premises of Grantee or any subgrantee or
contractor under this Agreement, Grantee shall provide and shall require its subgrantees
and contractors to provide all reasonable facilities and assistance for the safety and
convenience of the Grantor or its representatives in the performance of their duties. All site
visits and evaluations shall be performed in such a manner that will not unduly delay the
Grantee's operations or work on the Project. Grantee will be given at least one (1) week
prior notice before any site visit.
7. PROJECT BUDGET AND BUDGET MODIFICATION:
The Project budget is set forth as Exhibit B of this Agreement (the "Budget"). The Grantee shall not
spend more than the amount for each line item, as described in Budget, without the prior written
consent of a duly authorized representative of the State, nor shall the Project costs funded by the
grant and those funded by the local and/or private share be amended without prior written consent of
the State.
8. STATUTORY AUTHORITY OF GRANTEE:
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As a condition of receiving a grant from the Technology Development Grant Fund, Grantee
expressly warrants to the State that it is a "redevelopment commission", has jurisdiction over a
certified technology park established under Indiana Code § 36-7-32, is statutorily eligible to receive
monies from said fund under fndiana Code § 5-28-10 for said park. Grantee also represents that is
has full authority to complete the Project as described at Exhibit A. Should any court of competent
jurisdiction or a regulatory agency finds that Grantee legally ineligible to receive this grant or that
Grantee used the grant funds in a way that is unauthorized by law, Grantee expressly agrees to
repay all monies paid to it under this Agreement.
9. USE OF GRANT FUNDS BY GRANTEE:
Grant funds received by the Grantee pursuant to this Agreement shall be used only to reimburse the
Grantee for instituting an approved TDGF project permitted by Indiana Code § 5-28-10 and no
other purpose. The Grantee proposes to construct the public facilities (as defined Indiana Code §
36-7-32-g) identified in Exhibit A. The Grantee shall predominantly use said public facilities as
either as a community laboratory (for the facilities' tenants) or as a business incubator for their
respective useful lives as determined in accordance with federal income tax depreciation schedules,
and the Grantee shall repay the Grantor the entirety of this grant should a continued violation of said
covenant persist after receipt of thirty (30) days written notice from the Grantor of said violation.
Grantee further agrees to execute its responsibilities by following and applying at all times the
highest professional and technical guidelines and standards. The Grantee certifies that no other
state or federal funds from any source will be used to finance activities reimbursed under this
Agreement.
10. COMPLIANCE WITH LAWS:
(A.) The Grantee agrees to comply with all applicable federal, state and local laws, rules,
regulations and ordinances, and all provisions required thereby to be included herein are
hereby incorporated by reference. The enactment of any state or federal statute or the
promulgation of regulations thereunder after execution of this Grant Agreement shall be
reviewed by the State and the Grantee to determine whether the provisions of the Grant
Agreement require formal modification.
(B.) The Grantee and its agents shall abide by all ethical requirements that apply to persons who
have a business relationship with the Grantee and the State of Indiana, as set forth in
Indiana Code § 4-2-6 et seq., Indiana Code § 4-2-7 et sea, the regulations promulgated
thereunder, and Executive Order 04-08, dated April 27, 2004. If the Grantee is not familiar
with these ethical requirements, the Grantee should refer any questions to the Indiana State
Ethics Commission, or visit the Indiana State Ethics Commission website at
http:!/www.in.gov/ethics/. If the Grantee or its agents violate any applicable ethical
standards, the State may, in its sole discretion, terminate this Grant Agreement immediately
upon notice to the Grantee. In addition, the Grantee may be subject to penalties under
Indiana Code § 4-2-6-12.
(C.) The Grantee certifies by entering into this Grant Agreement, that neither it nor its principal(s)
is presently in arrears in payment of its taxes, permit fees or other statutory, regulatory or
judicially required payments to the Grantor or the State of Indiana. Further, the Grantee
agrees that any payments in arrears and currently due to the Grantor or the State of Indiana
may be withheld from payments due to the Grantee. Additionally, further work or payments
may be withheld, delayed, or denied and/or this Grant Agreement suspended until the
Grantee is current in its payments and has submitted proof of such payment to the Grantor.
(D.) The Grantee warrants that it has no current or outstanding criminal, civil, or enforcement
actions initiated by the State of Indiana pending, and agrees that it will immediately notify the
State of any such actions. During the term of such actions, Grantee agrees that the State
may delay, withhold, or deny work under any Supplement or contractual device issued
pursuant to this Grant Agreement.
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(E.) If a valid dispute exists as to the Grantee's liability or guilt in any action initiated by the
Grantor, the State of Indiana or its agencies, and the Grantor decides to delay, withhold, or
deny funding to the Grantee, the Grantee may request that funding be continued. The
Grantee must submit, in writing, a request for review to the Indiana Department of
Administration (IDOA) following the procedures for disputes outlined herein. A determination
by IDOA shall be binding on the parties. Any payments that the Grantor may delay,
withhold, deny, or apply under this paragraph shall not be subject to penalty or interest
under Indiana Code § 5-17-5.
(F.) The Grantee warrants that the Grantee and its subcontractors, if any, shall obtain and
maintain all required permits, licenses, and approvals, as well as comply with all health,
safety, and environmental statutes, rules, or regulations in the performance of work activities
for the State. Failure to do so is a material breach of the Grant Agreement and grounds for
immediate termination of the Grant Agreement and denial of further work with the State.
(G.) The Grantee hereby affirms that it is properly registered and owes no outstanding reports
with the Indiana Secretary of State and that it is in good standing with the Indiana
Department of Revenue. Grantee also affirms that (1) there are no outstanding enforcement
actions against it by agencies of the State of Indiana, and (2) there are no significant
workforce issues pending against the Grantee. The below named signatory (ies) hereby
warrant that they are authorized to make such affirmations to the Grantor.
(H.) Grantee agrees that the State may confirm, at any time, that no liabilities exist to the Grantor
or the State of Indiana, and, if such liabilities are discovered, that Grantor or the State of
Indiana may bar Grantee from contracting with the Grantor or the State of Indiana in the
future, cancel existing contracts, withhold payments to setoff such obligations, and withhold
further payments or purchases until the entity is current in its payments on its liability to the
Grantor or the State of Indiana and has submitted proof of such payment to the Grantor or
the State of Indiana.
11. COMPLIANCE WITH TELEPHONE SOLICITATIONS ACT:
As required by Indiana Code § 5-22-3-7:
(1) the Grantee and any principals of the Grantee certify that
(A) the Grantee, except for de minimis and nonsystematic violations, has not violated
the terms of
(i) Indiana Code § 241[.7 [Telephone Solicitation of Consumers],
(ii) Indiana Code § 24-5-12 [Telephone Solicitations], or
(iii) Indiana Code § 24-5-14 [Regulation of Automatic Dialing Machines] in the
previous three hundred sixty-five (365) days, even if Indiana Code § 24.7
is preempted by federal law; and
(B) the Grantee will not violate the terms of Indiana Code § 241[.7 for the duration of
the Agreement, even if Indiana Code § 24-4.7 is preempted by federal law.
(2) The Grantee and any principals of the Grantee certify that an affiliate or principal of the
Grantee and any agent acting on behalf of the Grantee or on behalf of an affiliate or principal
of the Grantee:
(A) except for de minimis and nonsystematic violations, has not violated the terms of
Indiana Code § 24-4.7 in the previous three hundred sixty-five (365) days, even if
Indiana Code § 2411.7 is preempted by federal law; and
(B) will not violate the terms of Indiana Code § 24-4.7 for the duration of the
Agreement, even if Indiana Code § 241[.7 is preempted by federal law.
12. CONFLICT OF INTEREST:
(A.) As used in this paragraph:
(1.) "Immediate family" means the spouse and the unemancipated children of an
individual.
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(2.) "Interested party" means:
(a.) The individual executing this Agreement;
(b.) An individual who combined with his immediate family has an equity interest
of one percent (1%) or more of the Grantee, if the Grantee is not an
individual; or
(c.) Any member of the immediate family of an individual specified under
subdivision 1 or 2.
(3.) "Department" means the Indiana Department of Administration.
(4.) "Commission" means the State Ethics Commission.
(B.) The Department may cancel this Agreement without recourse by the Grantee if any
interested party (i) is an employee of the State of Indiana or the Grantor, (ii) is a state officer
or special state appointee of the Grantor under Indiana Code § 4-2-6, or (iii) a public
servant of the Grantor under Indiana Code § 35-44-1.
(C.) The Department will not exercise its right of cancellation under subparagraph (B.) above if
the Grantee gives the Department an opinion by the Commission indicating that the
existence of this Agreement and the employment, election or appointment by the State of
Indiana of the interested party does not violate any statute or code relating to ethical conduct
of state employees, officers and special state appointees of the Grantor. The Department
may take action, including cancellation of this Agreement consistent with an opinion of the
Commission obtained under this paragraph.
(D.) Grantee has an affirmative obligation under this Agreement to disclose to the Department
when an interested party is or becomes an employee, officer or special state appointee of
the State of Indiana. The obligation under this paragraph extends only to those facts that
the Grantee knows or reasonably could know.
13. DRUG-FREE WORKPLACE CERTIFICATION:
(A.) The Grantee hereby covenants and agrees to make a good faith effort to provide and
maintain adrug-free workplace during the term of this Agreement. Grantee will give written
notice to the State within ten (10) days after receiving actual notice that the Grantee, or an
empioyee of the Grantee in the State of Indiana has been convicted of a criminal drug
violation occurring in Grantee's workplace.
(B.) It is further expressly agreed that a false certification, a violation of the certification or the
failure of the Grantee to in good faith comply with the terms of this Paragraph shall constitute
a material breach of this Agreement and shall entitle the State to impose, or may otherwise
result in, sanctions against the Grantee including, but not limited to, suspension of grant
payments, the termination of this Agreement and/or the debarment of the Grantee from
doing further business with the Grantee and the State of Indiana for up to three (3) years.
(C.) In addition to the provisions of above paragraphs, if the total Agreement amount set forth in
the Agreement is in excess of Twenty-Five Thousand Dollars ($25,000.00), Grantee hereby
further agrees that this Agreement is expressly subject to the terms, conditions and
representations of the following Certification:
This certification is required by Executive Order No. 90-5, April 12, 1990, issued by the Governor of
Indiana. Pursuant to its delegated authority, the Indiana Department of Administration is requiring
the inclusion of Phis certification in all grants with and grants from the State of Indiana in excess of
$25,000.00. No award of a grant shal/ be made, and no grant, purchase order or agreement, the
total amount of which exceeds $25,000.00, shall be valid, unless and until this certification has been
fully executed by the Grantee and made part of the grant or agreement as part of the grant
documents.
The Grantee certifies and agrees that it will provide adrug-free workplace by:
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PROJECT l.D.: 401499
1. Publishing and providing to all of its employees a statement notifying employees
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; and
2. Establishing adrug-free awareness program to inform employees about:
(a.} The dangers of drug abuse in the workplace;
(b.) The Grantee's policy of maintaining adrug-free workplace;
(c.) Any available drug counseling, rehabilitation, and employee assistance
programs; and
(d.) The penalties that may be imposed upon an employee for drug abuse
violations occurring in the workplace.
3. Notifying all employees in the statement required by subparagraph 1 above that
as a condition of continued employment the employee will;
(a.) Abide by the terms of the statement; and
(b.) 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.
4. Notifying in writing the Grantee within ten (10) days after receiving notice from an
employee under subparagraph 3(b) above, or otherwise receiving actual notice of
such conviction; and
5. Within thirty (30) days after receiving notice under subparagraph 3(b) above of a
conviction, imposing the following sanctions or remedial measures on any
employee who is convicted of drug abuse violations occurring in the workplace:
(a.) Take appropriate personnel action against the employee, up to and
including termination; or
(b.) Require such employee to satisfactorily participate in a drug abuse
assistance or rehabilitation program approved for such purpose by a
Federal, State or local health, law enforcement, or other appropriate
agency; and
6. Making a good faith effort to maintain a drug-free workplace through the
implementation of subparagraphs 1 through 5 above.
14. FUNDING CANCELLATION CLAUSE:
When the Director of the State Budget Agency makes a written determination that funds are not
appropriated or otherwise available to support continuation of performance of this Agreement, the
Agreement shall be canceled. A determination by the Budget Director that funds are not
appropriated or otherwise available to support continuation of performance shall be final and
conclusive.
15. INFORMATION TECHNOLOGY ACCESSIBILITY STANDARDS:
Any information technology related products or services purchased, used or maintained through this
Agreement 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. The federal Electronic and Information Technology Accessibility Standards can
be found at http://www.access-board.gov/508.htm.
16. NONDISCRIMINATION:
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Pursuant to Indiana Code § 22-9-1-10, the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, and the Americans with Disabilities Act, Grantee and its sub-grantees shall not
discriminate against any employee or applicant for employment related to this Agreement with
respect to the hire, tenure, terms, conditions, or privileges of employment or any matter directly or
indirectly related to employmenl, because of the race, color, religion, sex, age disability, national
origin or ancestry or status as a veteran. Breach of this covenant may be regarded as a material
breach of contract. Acceptance of this Agreement also signifes compliance with applicable federal
and state laws and regulations prohibiting the aforementioned discrimination in the provision of
services.
17. NOTICE TO PARTIES:
Whenever any notice, statement or other communication is required under this Agreement, it shat{
be sent to the following address, unless otherwise specifically advised.
(A.) Notices to the State shall be sent to:
INDIANA ECONOMIC DEVELOPMENT CORPORATION
Finance & Administrative Services Division
Office of Development Finance
One North Capitol Avenue, Suite 700
Indianapolis, IN 46204-2288
(B.) Notices to the Grantee shall be sent to:
SOUTH BEND REDEVELOPMENT COMMISSION
Attention: Donald Inks
227 West Jefferson Boulevard, Suite 1200
South Bend, Indiana 46601
Notices, statements or other communications shall be deemed delivered when received. As
required by Indiana Code § 4-13-2-14.8, payments to Grantee shall be made via electronic funds
transfer in accordance with the instructions filed by the Grantee with the Indiana State Auditor's
Office, unless an exception to such requirement is approved by the Grantor and the State of Indiana.
Payments shall be deemed delivered upon being transmitted pursuant to the written instructions of
the Grantee.
18. ORDER OF PRECEDENCE:
Any inconsistency or ambiguity in the Grant Agreement shall be resolved by giving precedence in
the following order: (1) this Grant Agreement (including its exhibits), (2) Indiana Economic
Development Corporation guidelines, (3) all grant application requirements and guidelines, and (4)
the Grant Application.
19. RENEWAL OPTION:
This State may renew this Agreement under the same terms and conditions subject to the approval
of the State Budget Director in compliance with Indiana Code § 5-22-17-4. The term of the
renewed Grant may not be longer than the term of the original Grant. Exercise of this option is at the
sole discretion of State and is not subject to agreement or acceptance by the Grantee. All future
renewals shall be for one (1) year unless otherwise specified.
20. TERMINATION OF GRANT AGREEMENT:
This Agreement may be terminated with or without cause by the Grantor before its Expiration Date
by sending the Grantee written notice via certified mail, return receipt requested, at least thirty (30)
days prior to the date of termination. Upon receipt of this notice from the Grantor to the Grantee, no
new or additional liabilities payable from grant funds shall be incurred without the prior written
approval of the Grantor. The Grantee shall continue to be responsible and liable for the proper
performance of its obligations to the date of termination. In the event of such termination, the
Grantor may perform an on-site Monitoring Review of all Project expenditures and complete a
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monitoring report, as described in Paragraph 4 of this Agreement, with respect to the Grantee's
proper expenditure of all grant funds and company matching funds through the date of termination.
21. ASSIGNMENT OR SUBGRANT:
This Agreement binds the Grantee's successors and assignees to all terms and conditions of this
Agreement. Grantee shall not assign, subgrant or subcontract the whole or any part of the Project or
this Agreement unless it has been approved in writing by the Grantor.
Any agreement subgranting or assigning grant funds to the Sponsor or any other subgrantee shall
require the provisions and representations of Paragraphs 4, 6, 10 through 13, 16 and 23 be
applicable to the Sponsor or any other subgrantee for the benefit of the State by explicitly including
such provisions into any agreement subgranting the grant funds. Prior to subgranting any grant
funds provided under this Agreement or relinquishing control or ownership of any public facilities
funded in whole or in part with iunds provided under this Ayreement, the Grantee shall secure for the
benefit of the Grantor a binding financial commitment from the subgrantee guaranteeing the
Grantee's obligations under this Agreement. The Grantor shall have no obligation to any
subgrantee.
22. HOLD HARMLESS AND RESTRICTIVE COVENANTS:
Grantee shall indemnify, defend, and hold harmless the Grantor and the State of Indiana and their
respective agents, officers, employees and representatives from all claims and suits for loss or
damage to property, including the loss of use thereof, and injuries to or death of persons, including
without limitation any officers, agents, employees and representatives of Grantee or its subgrantees
or subcontractors, and from all judgments recovered therefor and for expenses in defending any
such claims or suits, including court costs, attorneys' fees, and for any other expenses caused by an
act or omission of Grantee andlor its subgrantees, subcontractors, agents, officers or emptoyees in
connection with performance of this Agreement. The Grantor shall not provide such indemnification
to the Grantee.
23. DEBARMENT AND SUSPENSION:
Grantee certifies, by entering into this Agreement, 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 or department, the Grantor, or agency or political
subdivision of the State of Indiana. The term "principal" for purposes of this Agreement is defined as
an officer, director, owner, partner, key employee, or other person with primary management or
supervisory responsibilities, or a person who has a critical influence on or substantive control over
the operations of Grantee.
24. PENALTIES; INTEREST; ATTORNEY'S FEES:
The Grantor will in good faith perform its required obligations hereunder and does not agree to pay
any penalties, liquidated damages, interest or attorney's fees, except as authorized by Indiana law,
in part, if applicable, Indiana Code § 5-17-5, Indiana Code § 34-54-8, and Indiana Code § 34-13-
1. Notwithstanding the provisions contained in Indiana Code § 5-17-5, the parties hereto stipulate
and agree that any liability resulting from any failure of the Grantor to make payments as required
hereunder shall be based solely on the amount of funding originating from the Grantor or the State of
Indiana and shall not be based on funding from federal or other sources.
25. MISCELLANEOUS.
(A.) The headings in this Agreement are intended solely for convenience or reference and will be
given no effect in the construction or interpretation of this Agreement.
(B.) This Agreement, including any attached exhibits, 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 and may not be altered or amended except in
writing, signed by an authorized representative of each party hereto.
PAGE 10 of 12
PRO~ecTr.D.: aoia~~
(C.) The construction and enforcement of this Agreement will be governed by the laws of the
State of Indiana, without regard to principles of choice of law and the venue for any court
action shalt be the circuit or superior court of Marion County, Indiana or the United States
District Court of the Southern District of Indiana and the Grantee hereby consents to the
personal jurisdiction of said courts.
(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.
(E.) If any paragraph, term, condition or provision of this Agreement will be 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.) The parties to the Agreement, in the performance of this Agreement, will be acting in an
individual capacity and not as agents, employees, partners, joint venturers or associates of
one another. The employees or agents of one party shall not be deemed or construed to be
the employees or agents of any other party for any purposes whatsoever. No party will
assume any liability for any injury (including death) to any persons, or any damage to any
property arising out of the acts or omissions of the agents, employees or subagents of any
other party.
(G.) Grantee shall be responsible for providing all necessary unemployment and workers'
compensation insurance for Grantee's employees.
(H.) Unless otherwise terminated or modified as expressly permitted hereunder, this Agreement
will remain in force during the Term stated in Paragraph 2. 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 or termination of this Agreement, will survive until their purposes are fulfilled.
26. REPRESENTATIONS CONCERNING APPLICATION:
The Grantee represents and warrants that the representations, statements and all other matters
contained in the application submitted by the Grantee to the State are true and complete in all
material respects. It shall be considered a material breach of this Agreement if such
representations, statements and other matters were not true and complete at the time the application
was made.
27. AUTHORITY TO COMMIT TO GRANT AGREEMENT:
Notwithstanding anything in this Agreement to the contrary, the signatory for the Grantee represents
that he/she has been duly authorized to execute contracts on behalf of the Grantee and has
obtained all necessary or applicable approvals from the offce of the Grantee to make this
Agreement fully binding upon the Grantee when his/her signature is affixed, and this Agreement is
not subjeck to further acceptance by Grantee when accepted by the Grantor.
28. NON-COLLUSION AND ACCEPTANCE:
The undersigned attests, subject to the penalties for perjury, (i) that hefshe is the contracting party,
or that he/she is the duly authorized representative, agent, member or officer of the contracting
party; (ii) that hefshe has not, nor has any other member, employee, representative, agent or officer
of the firm, directly or indirectly, to the best of his/her knowledge, entered into or offered to enter into
any combination, collusion or agreement to receive or pay, and (iii) that he/she has not received or
paid any sum of money or other consideration for the execution of this Agreement other than that
which appears upon the face of the Agreement.
PAGE I I of 12
PROJECT LD.~. 401499
(remainder of page intentionally left blank)
YAG~ L2 of 12
PROJ BCT 1.D.: 401499
1n Witness Whereof, Grantee and the Indiana Economic Development Corporation have, through
duly authorized representatives, entered into this Grant Agreement. The parties, having read and
understand the foregoing terms of the Grant Agreement, do by their respective signatures hereby agree to
the terms thereof.
SOUTH BEND REDEVELOPMENT COMMISSION
Marcia Jones, President
DATE:
ATTESTED BY:
Acting Board Secretary
DATE:
INDIANA ECONOMIC DEVELOPMENT CORPORATION
NATHAN J. FELTMAN, SECRETARY OF COMMERCE
DATE:
BY:
CHRISTOPHER A. RUHL, DIRECTOR
STATE BUDGET AGENCY
DATED:
PAGE 13 of 12
PFOdECT LD. 501499
EXHIBIT A
TDGF-08-10006
DESCRIPTION OF PROJECT
The Indiana Economic Development Corporation will provide a grant from the Technology Development Grant
Fund (TDGF) in the amount of the lesser of $2,000,000 or One Hundred Percent (100%) of eligible Project
expenditures to facilitate this Project as allowed under Indiana Code § 5-28-10.
The South Bend Redevelopment Commission will provide for the construction of an
approximately 54,000 square foot facility that will serve as a business incubator and house office
space for start-up companies, community laboratory space and administrative offices for the
operation of the technology park. The facility will be constructed and operated in partnership with
the University of Notre Dame (the "Sponsor")and will be located on the twelve (12) acre parcel
on the northeast corner of the intersection of State Road 23 and Twickenham Road in South
Bend, Indiana
PAGE 1 OF I
YROJ ECP L D. 4014J'I
EXHIBIT B
TDGF-08-10006
PROJECT BUDGET
CAPITAL COSTS' GRANT FUNDS LOCAL MATCH ~ TOTAL COSTS
CONSTRUCTION $2,000,000.00 $13,000,000.00 $15,000,000.00
SSET PURCHASE' 0.00 0.00 0.00
LEASE 0.00 _ 0.00 0.00
OTAL _
$2,000,000.00 $13,000,000.00, $15,000,000.00
OPERATING EXPENDITURES** GRANT FUNDS LOCAL MATCH TOTAL COSTS
OPERATIONAL $0.00 $0.00 $0.00
OTAL $0.00 $0.00 $0.00
GRAND TOTALS $2,000,000.00 $13,000,000.00 $15,000,000.00..
*In no event shall such expenditures be more than the lesser of (i) $2,000,000 or (ii) 50% of cost to be matched from
other sources.
*'Grant awards for operational expenses awarded may not exceed 80% of the total operating expenditures in
the year in which the grant is provided, and may not exceed 60%, 40% and 20% of the total operating expenses
in the three (3) successive fiscal years following in the fiscal year in which the grant is awarded.
t~AC~ ~ or i
PROIf:G"! LD. 401499
EXHIBIT C
TDGF-08-10006
CONDITIONS FOR RELEASE OF FUNDS
(1.) The following documents must be submitted to and approved by the State before any funds may be
received under this Agreement:
1. Executed Copies of all agreements between the Grantee (or any subgrantee) and all consultants to
be paid with grant funds.
2. Executed copy of the any subgrant agreement, if any in a form acceptable to the Grantor.
ANALYST: Chantel Anderson
PROCESSING IEDC TDGF GRANT AGREEMENTS -PART I
(REV: 2/OS)
PROJECT I.D.: 401499 GRANTEE: SOUTH BEND REDEVELOPMENT COMMISSION
GRANT I.D.: TDGF-08-10006 AFFECTED INDUSTRY:
---------------------------------------------------------------------------------------------------------
The tolbwing documents must be included in the Project File Folder before the grant process can begin.
IDOC COMMIT LETTER
ACCEPTANCE LETTER from the Grantee
Completed PREPFORM from the Grantee
-_ __ Completed STAFF-SUMMARY from the Analyst
_ _ Grant Number from Controller's Offce
Qualifed Enlity Verification
INITIAL DATE
TYPE:
_ 1 -Grant Agreement w/Attachments
1 -Authorized Signature Card
_ 1 -Form - W9 ("Taxpayer Identification Number and Certification
_ 1 -Claim Voucher
_ 1 -Voucher Abstract -Form A-3
_ 1 -Executive Document Summary (EDS)
_ 2 -Address Labels (addressed to Grantee)
2 Address Letter Size Envelopes (addressed to Grantee)
2) AGREEMENT REVIEWEDIAPPROVED BY GRANT ADMINISTRATOR:
3) AGREEMENT REVIEWEDIAPPROVED BY DIRECTOR:
4) AGREEMENT/ALL DOCUMENTS REVIEWED BY GENERAL COUNSEL:
5) MAKE 3 DOUBLE SIDED COPIES OF THE AGREEMENT.
_ 2 - To be mailed to the Grantee
_ i -Controller's Office File
1 -Project File Folder (original 1 sided copy)
6) MAKE COPY OF GRANT COVER LETTER #1 FOR FILE:
Attach Copy o(Letter to Check List Part 1
7) PACKET #1 TO SEND TO GRANTEE - TO INCLUDE:
_ 2 -Double Sided Grant Agreements
_ 1 -Authorized Signature Card
_ 1 -Form W-9
_ i -Cover LetterNumbe.~ 1
1 -Authorization Signature Memo attached to top of Agreement
1 -Addressed Envelope
8) FILED IN PROJECT FILE FOLDER:
2 -Grant Agreements
1 -Controller's Office (double sided)
1 -Project File (single sided)
_ 1 -Claim Voucher
_ 1 -Voucher Abstract -Form A-3
_ 1 -Executive Document Summary (EDS)
_ 1 -Addressed Label for Packet #2
_ 2 -Address Letter Size Envelopes
Grant Processing Check List 1,2 & 3
9) LOG DATE PACKET MAILED TO COMMUNITY IN BOOK:
ANALYST: Chantel Anderson
PROCESSING IEDC TDGF GRANT AGREEMENTS -PART II
(REV: 11/05)
PROJECT I.D.: 401499 GRANTEE: SOUTH BEND REDEVELOPMENT COMMISSION
GRANT I.D.: TDGF-OS-10006 AFFECTED INDUSTRY:
IDOC must receive the following documents completed and signed by the Grantee.
_ 2 Signed Grant Agreements
_ 1 Form W-9
1 Signature Card
INITIAL DATE
1) LOG DATE RECEIVED COMPLETED DOCUMENTS FROM GRANTEE:
2) PULL EXECUTIVE DOCUMENT SUMMARY (EDS):
Complete EDS (date, Fed LD., etc)
Attach to top of Grant Agreement signed by the Grantee.
3) SEND TO DIRECTOR FOR SIGNATURE:
_ 1 -Executive Document Summary
2 -Original signed Grant Agreements from the Grantee.
__ i -Controller's copy of Grant Agreement
_ 1 - W-9 Form
1 -Signature Card
1 -Grant Processing Check List Part I w/attached copy of cover letter #1
5) COPY:
2 -Director Signed EDS
1 -Form W-9
6) SEND TO CONTROLLER:
_ 1 -Original EDS signed by Director
2 -Original signed Grant Agreements from community
1 -Original signed Signature Card
_ 1 -Original signed FORM W-9
1 -Controller's copy of Grant Agreement
1 -Controllers copy of EDS signed by Director
7) FILE IN FILE FOLDER:
1 -Copy of EDS signed by Director
1 -Copy o(Form W-9
8) LOG INTO BOOK DATE GRANT WAS SENT TO CONTROLLER:
(Controllers Offce will send Grant Agreements across the street for signature.
Grants should be return to the Controller's Offce)
ANALYST: Chantel Anderson
PROCESSING IEDC TDGF GRANT AGREEMENTS -PART III
(REV: 11/05)
PROJECT I.D.: 401499 GRANTEE: SOUTH BEND REDEVELOPMENT COMMISSION
GRANT I.D.: TDGF-08-10006 AFFECTED INDUSTRY:
The following document has been returned fully executed:
1GRANT AGREEMENT
1) LOG INTO BOOK DATE FULLY EXECUTED GRANT RECEIVED:
2) TYPE
_ Cover Letter#2
_ Budget Expenditure Report
_ Quarterly Progress Report for Affected lndustr}~
Quarterly Report Log
Release of Fund Log
INITIAL DATE
3) COPY PAGES W/SIGNATURES FOR FILE: _
_ 1 -Cover Letter # 2 (attach to Check List Part fl)
1 -Signature Page (signed byall -replace in Agreement)
4) PACKET #2 TO SEND TO GRANTEE - TO INCLUDE:
_ 1 -Cover Letter # 2
_ 1-OriginalfutlyexecutedGrantAgreement
1 -Set of letter's attachments
5) PREPARE CLAIM VOUCHER FOLDER TO INCLUDE:
_ 1 -Project File Label
_ 1 -Release of Funds Form
1 - Copy o/Claim Voucher
1 - Copy of Budget Expenditure Report
1 - Copy of Form W-9
1 -Original Voucher Abstract
6) PREPARE QUARTERLY PROGRESS REPORT FOLDER TO INCLUDE:
1 -Project File label
_ 1 -Quarterly Report Log sheet
1 - Copy of Quartery Progress Report form
7} FILE !N PROJECT FILE FOLDER:
_ 1 - Copy of fully executed Grant Agreement
1 - Copy o/Cover Letter # 2
_ 1 -Claim Voucher Fife Folder w/contents
1- Quarterly Progress Report File Folder w/contents
9) ENTER INTO BOOK DATE PACKET #2 MAILED TO COMMUNITY
10) UPDATE INFORMATION IN COMPUTER:
11) UPDATE FILE FOLDER LABELS AND FILE IN MAIN FILE:
November 3, 2008
Donald Inks, Director of Economic Development
South Bend Redevelopment Commission
227 West Jefferson Boulevard, Suite 1200
South Bend, Indiana 46601
RE: Project I.D.: 401499! Grant I.D.: TDGF-08-10006
Dear Mr. Inks:
Enclosed please find two copies of a Indiana Economic Development Corporation
Technology Development Grant Fund (TDGF) Grant Agreement to the South Bend
Redevelopment Commission in the maximum amount of $2,000,000 for your signature. This
grant is to assist in the support of the Project, as defined in the Grant Agreement.
Also enclosed, please find an Authorized Signature For Payment Request form, and a W-9
Form "Request for Taxpayer identification Number and Certification". Before the State
can process your payment request we must have on file a completed Form W-9 and Authorized
Signature Request Form. Please execute the Grant Agreement by signing where indicated and
returning all enclosures with original signatures to:
Terri Van Zant, Director
Indiana Economic Development Corporation
Office of Development Finance
One North Capitol, Suite 700
Indianapolis, Indiana 46204-3388
Upon approval by the Indiana Economic Development Corporation and the State Budget
Agency a copy of the fully executed Agreement will be returned to you.
The Indiana Economic Development Corporation looks forward to working with you on this
project. Should you need further assistance, please contact me at (317) 232-8827.
Sincerely,
Terri Van Zant, Director
Office of Development Finance
Enclosures
cc: File