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Rural Economic Development Grant Agreement, Private Owner <br />BUILDING REUSE PROGRAM – Revision #3 2020-025-3201-2587 <br /> <br />Grant Agreement - 6 <br /> <br />to the Grant Agreement, the LBC or the Project. Likewise, the Governmental Unit <br />shall ensure that the Owner and any Business provide the same access. In addition, <br />the Governmental Unit agrees to comply at any time, including after the Termination <br />Date, with any requests by the State (including, without limitation, the Rural <br />Authority or Commerce) for other financial and organizational materials to permit the <br />State to comply with its fiscal monitoring responsibilities or to evaluate the short- and <br />long-range impact of its programs. <br /> <br />10. Termination; Availability of Funds. <br /> <br /> (a). If the Governmental Unit fails to fulfill in a timely and proper manner its obligations <br />or violates any of the covenants or stipulations under this Agreement, if the Owner <br />fails to fulfill in a timely and proper manner its obligations or violates any of its <br />covenants or stipulations under the LBC or if any Business fails to fulfill those <br />requirements applicable to it in the LBC, the Governmental Unit agrees that <br />Commerce has the right to terminate this Grant Agreement and/or the LBC by giving, <br />as applicable, the Governmental Unit or the Governmental Unit and the Owner <br />written notice specifying the Termination Date, which Commerce may determine in <br />its sole discretion. Upon such termination, Commerce shall have no responsibility to <br />make additional Grant payments. Upon such termination, the Governmental Unit <br />shall not expend any Grant funds (including Loan funds) without Commerce’s <br />express written authorization and shall return all unspent Grant funds to Commerce <br />upon demand. <br /> (b). The obligations of the Rural Authority and/or Commerce to pay any amounts under <br />this Grant Agreement are contingent upon the availability and continuation of funds <br />for such purpose. If funds for the Grant (and therefore the Loan) become unavailable, <br />the Governmental Unit agrees that Commerce has the right to terminate this Grant <br />Agreement and/or the LBC by giving written notice specifying the Termination Date, <br />which Commerce shall determine in its sole discretion. Upon such termination, the <br />State shall have no responsibility to make additional Grant payments. Further, upon <br />such termination, the Governmental Unit shall not expend any Grant funds (including <br />Loan funds) without Commerce’s express written authorization and shall return all <br />unspent Grant funds to Commerce upon demand. <br /> <br />11. Liabilities and Loss. The Governmental Unit hereby agrees to release, indemnify and hold <br />harmless the State (including, without limitation, the Rural Authority and Commerce), and <br />their respective members, officers, directors, employees, agents and attorneys (together, the <br />"Indemnified Parties"), from any claims of third parties (including, without limitation, the <br />Owner and the Business) arising out of any act or omission of the Governmental Unit or <br />any third party (including, without limitation, the Owner and the Business) in connection <br />with the performance of this Grant Agreement, the LBC or the Project, and for all losses <br />arising from their implementation. Without limiting the foregoing, the Governmental Unit <br />hereby releases the Indemnified Parties from, and agrees that such Indemnified Parties are <br />not liable for, and agrees to indemnify and hold harmless the Indemnified Parties against, <br />any and all liability or loss, cost or expense, including, without limitation, reasonable <br />13