IA Indiana Finance Authority August 12, 2016 HAND DELIVERY AND E-MAIL DELIVERY I69 Development Partners LLC Indianapolis, IN 46204 Attention: Gary Vandegriff, Project Manager Telephone: (310) 454-8190 Email: gyandegriff??roadiscom 169 Development Partners LLC 101 W. Ohio St. Suite 2000 Indianapolis, IN 46204 Attention: Officer Telephone: (317) 454-8190 Email: rabascal@roadis.com Re: Notice of Developer ?3 Failure to Perform: Substantial Completion Dear 169 Development Partners LLC: Reference is made to that certain Public?Private Agreement dated as of April 8, 2014 (as amended, the by and between the Indiana Finance Authority and I69 Development Partners LLC (?Development Partners? or "Developer"). Initially capitalized terms not otherwise de?ned herein shall have the meanings set forth in the PPA. IPA is hereby providing notice of Developer?s failure to perform with respect to the following requirements in the PPA on the 1?69 Section 5 project (?Project?): failure to furnish design and construction services so as to complete the Project by the Baseline Substantial Completion Date of October 31, 2016 as required by Section 5.1.1.1 of the PPA. Per Section 5.1.1.1 of the PPA, Developer is to furnish design and construction services and materials, and to undertake all efforts necessary and appropriate to construct the Project so as to achieve Substantial Completion by the applicable Project Schedule Deadline. The Project Schedule Deadlines includes the ?Baseline Substantial Completion Date? of October 31, 2016, which date has not been extended by Relief Event or otherwise as provided in the PPA. One North Capitol, Suite 900, Indianapolis, IN 46204 Phone: (317) 233-4332 Fax: (317) 232-6786 The most recent Status Schedule submitted by Developer shows a target completion date of June 28, 2017, a date well beyond the contractual Baseline Substantial Completion Date of October 31, 2016. Developer's failure to perform its obligations under Section 5.1.1.1 constitutes a breach per Section 19.1.1.12 of the PPA. Per Section 19.1.2.4, failure of Developer to cure within thirty (30) days shall result in a Developer Default. Nothing in this letter shall, nor shall be deemed to, amend the PPA or waive any of rights or remedies or any of Developer?s obligations under the PPA. All other rights and remedies under the PPA Documents, at law and in equity, are hereby reserved. Sincerely, %1 Dan Huge, Public Finance Director of the State of Indiana CC: Via E-mail and Federal Express: 1-69 Development Partners LLC Faegre Baker Daniels Hernani 5 9, 4a planta 311 S. Wacker Drive, 28020 Madrid (Spain) Suite 4300 Attention: Project Executive Chicago, IL 60606 Telephone: 34 91 171 4749 Attention: Mr. Patrick Miller Email: labarra@roadis.com Telephone: (312)212-6414 Email: Patrick.Miller@FaegreBD.com Via Email only: US. Bank National Association Global Corporate Trust Services 10 West Market Street Suite 1150 Indianapolis, IN 46204 Attention: Global Corporate Trust Services Email: Scott.Fesler@usbank.com Rebecca.Foltz@usbank.com One North Capitol, Suite 900, Indianapolis, IN 46204 Phone: (317) 233-4332 Fax: (317) 232-6786 010780878. 1 IA Indiana Finance Authority August 12, 2016 HAND DELIVERY AND E-MAIL DELIVERY 169 Development Partners LLC Indianapolis, IN 46204 Attention: Gary Vandegriff, Project Manager Telephone: (310) 454~8190 Email: gvandegriff@roadis.com I69 Development Partners LLC 101 W. Ohio St. Suite 2000 Indianapolis, IN 46204 Attention: Officer Telephone: (317) 454-8190 Email: rabascal@roadis.com Re: Notice of Developer ?3 Failure to Perform: Schedule Dear 169 Development Partners LLC: Reference is made to that certain Public-Private Agreement dated as of April 8, 2014 (as amended, the by and between the Indiana Finance Authority and 169 Development Partners LLC (?Development Partners? or "Developer"). Initially capitalized terms not otherwise de?ned herein shall have the meanings set forth in the PPA. IPA is hereby providing notice of Developer?s failure to perform with respect to the following requirements in the PPA on the I-69 Section 5 project (?Project?): (1) failure to furnish Design Work, to construct the Work and Utility Adjustments in accordance with the Project Schedule as required by Section 5.2.1.3 of the and (2) submission of a schedule that contains false, misleading and inaccurate information of a material nature, and that omits material information in violation of Section 19.1.1.9 of the PPA. One North Capitol, Suite 900, Indianapolis, IN 46204 Phone: (317) 233-4332 Fax: (317) 232-6786 Failure to Furnish Design Work, Construction Work, and Utility Adiustments in accordance with the Proiect Schedule Per Section 5.2.1.3 of the PPA, Developer shall furnish all aspects of the Design Work, and shall construct the Project and Utility Adjustments in accordance with the Project Schedule. The delayed performance of Developer has been the subject of numerous discussions over the last many months, including but not limited to August 4, 2016 July Status Schedule Response (a copy of which is attached). Developer's performance in this regard shows no signs of getting better. By its August 3, 2016 Notice of Event of Default Developer has likewise noti?ed Design Build Contractor of its default in failing to comply with its own Remedial Plan. Developer's failure to perform its obligations under Section 5.2.1.3 constitutes a breach per Section 19.1.1.12 of the PPA. Per Section 19.1.2.4, failure of Developer to cure within thirty (30) days shall result in a Developer Default. Failure to Submit Accurate Schedule IPA is in receipt of Developer?s July Status Schedule submitted to IFA on e- builder on July 8, 2016. As set forth in more detail in August 4, 2016 letter rejecting the submittal, a copy of which is attached, Developer?s schedule contains misleading and inaccurate information of a material nature, and omits material information constituting a breach of the PPA under Section 19.1.1.9. Per Section 19.1.2.4, failure of Developer to cure within thirty (30) days shall result in a Developer Default. Nothing in this letter shall, nor shall be deemed to, amend the PPA or waive any of rights or remedies or any of Developer?s obligations under the PPA. All other rights and remedies under the PPA Documents, at law and in equity, are hereby reserved. Sincerely, a- 953/ .. ., Dan Huge, Public Finance Director of the State of Indiana Enclosure cc: Via E-mail and Federal Express: I-69 Development Partners LLC Faegre Baker Daniels Hernani 59, 4a planta 311 S. Wacker Drive, 28020 Madrid (Spain) Suite 4300 Attention: Project Executive Chicago, IL 60606 Telephone: 34 91 171 4749 Attention: Mr. Patrick Miller Email: labarra@roadis.com Telephone: (312)212-6414 Email: Patrick.Miller@FaegreBD.com One North Capitol, Suite 900, Indianapolis, IN 46204 Phone: (317) 233-4332 Fax: (317) 232-6786 Via E-mail only: US. Bank National Association Global Corporate Trust Services 10 West Market Street Suite 1150 Indianapolis, IN 46204 Attention: Global Corporate Trust Services Email: Scott.Fesler@usbank.com Rebecca.Foltz@usbank.com One North Capitol, Suite 900, Indianapolis, IN 46204 Phone: (317) 233-4332 Fax: (317) 232?6786 l\10780809.1 Indiana Finance Authority 11391323 Indiana Department of Transportation 169 Section 5 Project August4, 2016 [Transmitted via e?Builder] [-69 Development Partners LLC l-69 Development Partners LLC Indianapolis, IN 46204 101 W. Ohio St. Suite 2000 Attention: Mr. Gary Vandegriff, Project Manager Indianapolis, IN 46204 Telephone: (317) 454?8190 Attention: Officer Facsimile: (317) 454?8191 Telephone: (317) 454-8190 E?mail: gvandegriff?roadiscom Facsimile: (317) 454?8191 E-mail: rabascal?roadiscom RE: IFA to DP July Status Schedule Response Dear Mr. Vandegriff: Reference is made to that certain Public?Private Agreement dated as of April 8, 2014 (as amended, the by and between the Indiana Finance Authority and I69 Development Partners LLC (?Development Partners?). Initially capitalized terms not otherwise defined herein shall have the meanings set forth in the PPA. IFA is in receipt of the Project Status Schedule Submittal June 2016, submitted late to IFA on e? Builder in CORR-3812 on July 8, 2016. IFA rejects this Submittal for the reasons summarized in this letter and generalized as follows: The schedule contains technical errors and omissions. The narrative contains inaccurate or misleading information. A recovery schedule has not been provided for delayed Fullerton Pike activities that are now on the Critical Path. The schedule does not include mitigation measures for recovery of lost time. The schedule is not realistic. Below is a more detailed summary of lFA's comments and concerns regarding the July Project Status Schedule PMP Submittal. 1. There are twenty-one (21) activities that are not coded for Phase, Location or Responsibility. There are six (6) activities with duplicate names. Twenty?nine (29) activities are not assigned a project calendar. There are thirty-three (33) activities that have started but show 0% complete. 2. There are one hundred sixteen (116) activities that are riding the data date, which is the date in the Status Schedule Submittal by which activities are measured and float calculations are made. Below are six (6) example activities that are on the Critical Path in June and also have finish dates that ride the data date. These activities affect Milestone 4: 169 Section 5 Project Of?ce 1145 Sunrise Greeting Court, Bloomington, IN 47404 Page 1 of 10 Indiana A State that Works An Equal Opportunity Employer Indiana Finance Authority 1? indie :11 Indiana Department of Transportation 169 SectionS Project Orig Actual Rem June Activity ID Activity Name Dur Dur Dur Compl June Start Finish Pavement Removal, Fullerton 25?Nov?15 Pike West 1 22 1 25% A 6 Mobilization, Tapp Rd 13?Oct?15 Z1-TI420 Interchange 3 11 3 50% A 6?Jul?16 Temporary erosion and sediment control, Tapp Rd 13?Oct-15 Interchange 3 126 3 75% A 6?Jul-16 Order and Delivery of Materials, Ta pp Rd 13?Oct-1 5 Interchange 20 21 5 10% A Clearing Right of Way, Tapp 13?Oct?15 Rd Interchange 5 10 2 10% A Maintenance of Traffic, Tapp 13?Oct?15 Rd Interchange 5 5 2 50% A The first three activities in the list above started in 2015. As of the November 2015 Status Schedule, the activities had 1 to 3 remaining days to complete. With each Status Schedule Submittal since November, these activities have not been completed, and the remaining durations have not been revised. When expected finish dates are not updated, the P6 scheduling software calculates the finish date by adding the remaining duration to the data date. The last three activities in the list above started in 2015 and their finish dates ride the data date also. The remaining duration was reduced for these activities once or twice over the last 7 months, but the durations have not been updated by Development Partners since April. For activities that start one month but do not finish as expected, Development Partners should appropriately reforecast the expected finish dates. Without doing so, the Status Schedule lacks thoughtful input from the Development Partners behind the finish date for the activities. IFA has commented on this issue month after month and Development Partners have not appropriately made adjustments to their Status Schedule Submittals. Below are seven (7) example activities that have start dates equal to the data date: 169 Section 5 Project Of?ce 1145 Sunrise Greeting Court, Bloomington, TN 47404 Page 2 Of 10 Indiana A State that girls An Equal Opportunity Employer ?lndiana -l Indiana Finance Authority 1 Indiana Department of Transportation t. 169 SectionS Project Activity Orig Nov 2015 ID Activity Name Dur Compl Start Finish Float Start Order and Delivery of Materials Southbound Bryant BCS100 Creek 30 0% 1?Jul?16 30-Jul?16 202 30?Nov?15 Order and Delivery of MSE 88980 Materials Sample Road 60 0% 1-Jul-16 29?Aug?16 99 30?Nov?15 Shop Drawings, Order and Delivery of Materials Tapp Rd TB890 Bridge 30 0% 1-Jul-16 30?Jul?1 6 178 30?Nov?1 5 Shop Drawings, Order and Delivery of MSE Materials T8960 Tapp Rd Bridge 60 0% 1-Jul?16 29?Aug-16 178 30-Nov-15 Mobilization, That Rd (Cul?de? TRC110 Sac) 4 0% 1-Jul-16 7?Jul-16 41 30-Nov-15 Shoulder Milling, Zone Z3S1310 3 Station 1075 to 1093 North 1 0% 1?Jul-16 1?Jul?16 8 30?Nov?15 Striping/MOT Devices 2382280 Crossover, Zone 3 Station 980 1 0% 1?Jul?16 1-Jul?16 20 30?Nov?1 5 The activities above have not been updated for at least the last seven (7) months. Activity SB980 is noteworthy, because it has an expected finish date of October 31, 2015. That activity has not been updated since at least October 2015. in these instances, has consistently made comments such as: ?There are 69 activities where Start Date Data Date, please review for missing predecessors or possible missed status. if there are approvals beyond local control, add an activity for the approval you are waiting for in order to document the delay.? Development Partners has responded in this manner: ?There are a number of reasons for riding the data date. There are level of effort activities, agreement approvals waiting to be approved, administrative constraints, that are properly linked. Others that are properly linked but waiting on other issues. However, all of the activities are properly linked already.? This is not true. For one, none of the activities above are related to level of effort. More importantly, if everything was properly linked, there would not be any activities riding the data date for seven (7) months. A well- prepared, useful schedule should have zero activities riding the data date. 169 Section 5 Project Of?ce 1145 Sunrise Greeting Court, Bloomington, IN 47404 Page 3 0f 10 Indiana Ascot: mail-[EB An Equal Opportunity Employer Indi 3 Indiana Finance Authority .i ?rst; ail, Indiana Department of Transportation 169 Section 5 Project 3. The table in Section 2 of the schedule narrative illustrates significant schedule slippage since the schedule from November 2015 as well as the Status Schedule submittal one month ago. For instance, between the June and July status schedule submittals, the completion of Vernal Pike and Arlington Road have been delayed by four (4) more weeks. The completion of Fullerton Pike has been delayed by two (2) more weeks. No explanation for the further delay is provided in the narrative report as required by 108?0? 215. 4. Within Section 4 of the narrative, the examples noted by Development Partners as cause for delay occurred well in the past. These examples do not explain why there continues to be additional delay to contract milestones. Development Partners fails to mention several issues that are the sole responsibility of the Development Partners that continue to cause delay or impact progress each month. These include, but are not limited to the following: a. At Vernal Pike, Duke Energy is relocating their facilities a second time in several locations due to conflicts previously overlooked by Development Partners. b. At Vernal Pike, City of Bloomington Utilities water line relocation plans have not been finalized due to inclusion of unapproved utility corridors in the Plans. c. At Fullerton Pike, poor coordination of the "Whip Road? has delayed implementation of a detour that is necessary to complete earthworks. d. Contractors suspended Work during Spring, 2016 due to non?payment issues. e. Loss of lead design firm and Key Personnel has impacted Development Partners ability to manage design changes and utility coordination. 5. Section 4A of the narrative states two adjacent roads could not be closed at the same time as cause for delay at Fullerton Pike. Development Partners are reminded this is a contractual requirement and is therefore not a justification for delay. 6. Section 4A of the narrative states there were delays in design approval contributing to the overall delay of Fullerton Pike, but Development Partners does not provide any detail to substantiate these statements. Development Partners is reminded that IFA does not approve the Plans and that IFA reviewed plan submittals in the order prioritized by the Development Partners. 7. Within Section 48, the completion of utility relocation Work and lack of timely response from and City of Bloomington are listed as events impacting the completion date of Vernal Pike. The relocation of these facilities were known requirements at the contract date and are not a justification for delay. Additionally, Development Partners have not provided any detail summarizing the time impact to the schedule or milestone as required by 108?0215. 8. Within Section 40, the railroad permit is referenced as impacting the construction schedule of the mainline median. The permit was a known requirement at the contract date and is not a justification for delay. Development Partners have not provided any detail summarizing the time impact to the schedule or milestone as required by 108-0- 169 Section 5 Project Of?ce 1145 Sunrise Greeting Court, Bloomington, TN 47404 Page 4 0f 10 Indiana A State Lhai. Works An Equal Opportunity Employer Indiana Finance Authority Indiana Department of Transportation 169 Section 5 Project 215. 9. Within Section 4C, the Section 4 crossover restriction is referenced as impacting the construction schedule of the mainline median. Development Partners and IFA agreed to extend the crossover condition at the request and benefit of Development Partners. Development Partners have not provided any detail summarizing the time impact to the schedule or milestone as required by 108-C-215. 10. Within Section 58, Development Partners describes updates made to the schedule due to revised quantities in ?approved" plans. Development Parterns are reminded that IFA does not approve the plans. Eliminating activities or reducing activity durations due to quantity errors/corrections is not a valid mitigation strategy. 11. Section 9D indicates delays in receiving City of Bloomington utility protection plans is hindering the work at SR 45. Development Partners are reminded that IFA has requested the specific dates when the unsigned protection plans will become construction critical, but have not been provided them. IFA was told in a meeting on July 13, 2016 that the lack of City signoff is not yet impacting construction. lFA?s concern is that Development Partners have requested IFA assistance regarding this matter, but it is not clear what Development Partners wants IFA to do, when the issues will become critical, and how any action by IFA might impact pending coordination between Development Partners and the City. 12. Section 10A describes the impact of 401/404 permitting as being an unresolved problem. These issues are the subject of Relief Event 48 and Relief Event 49. The Development Partners indicated in the narrative that there are provisions in the PPA requiring the Development Partners to obtain modification approvals. IFA notes that Development Partners had the draft permits at the contract date with ample time to plan for desired modifications. 13. Section 108 indicates delay in design approvals is an unresolved problem. The Development Partners are reminded IFA does not approve their designs. Section 3 of the Technical Provisions states designs shall be submitted to IFA for review and comment. Section 3 of the Technical Provisions also states Developer shall not construct any permanent components or major temporary components until the design checks, Design Reviews, and DQM certifications have been completed for the relevant Design Unit, or component thereof, and until any issues raised in review and comment on the designs have been resolved to IFA's satisfaction. IFA's review and comment on the designs have consistently been focused on the Development Partners meeting the requirements of the Contract. The delay in design acceptance is due to the failure of the Design Submittal after Design Submittal to be compliant with the requirements of the PPA and Technical Provisions. 14. Section 10C indicates the Duke impact at the intersection of Rockport Road and [69 Section 5 Project Of?ce 1145 Sunrise Greeting Court, Bloomington, IN 47404 Page 5 0f 10 Indiana A State that Work: An Equal Opportunity Employer Indiana Finance Authority Indiana Department of Transportation [69 Section 5 Ptoject Indiana 58.: that .va: Fullerton Pike is an unresolved problem. IFA has not received plans for the intersection, although the design concept for the intersection was agreed between Development Partners and Monroe County months ago. understands the impact to Duke will require the relocation of a single power pole. To complete the relocation design, Duke needs the intersection plans from Development Partners. This does not appear to IFA to be delay caused by Duke, but rather this is delay in finalizing the intersection design caused by Development Partners. 15. Section 10D indicates the Buckner Creek Relief Event is an unresolved problem. Based on the most recent ?over the shoulder? discussion between IFA and Development Partners on June 17, 2016, IFA understands that Development Partners are pursuing an alternate design to the culvert crossing. IFA has not received any updated plans for the crossing. The narrative states a decision on the status of the Relief Event is necessary so the manufacturing of the structure can continue in line with anticipated construction under a crossover condition. IFA is not aware of any contractual responsibilities that IFA has not met and believes that any pending action is in Development Partners? court. 16. Section 118 describes unresolved or anticipated delay in RFC design approvals. As previously noted in this correspondence, IFA does not approve the Development Partners? designs. Any delay noted by Development Partners is due to the failure of the designs to be compliant with the requirements of the Contract. Additional comments made by IFA on subsequent RFC Submittals have pertained to new design information which was added to the Plans at each stage and was not compliant with contractual requriements. 17. Section 11C describes anticipated delay due to City of Bloomington Utilities (CBU) coordination at several locations. IFA acknowledges the difficulties the Development Partners have had with CBU communications and have been working as requested by Development Partners to help resolve the issues. IFA notes that several months have passed since the last meeting with CBU held on April 13, 2016 and Development Partners have been operating without the Key Personnel role of Utility Coordinator being filled since June 1, 2016. The Development Partners reference the relocation of the sanitary crossing south of Tapp Road as a cause for delay. Development Partners suspended construction of the mainline sanitary sewer crossing on January 29, 2016 in order to pursue a less-costly option. CBU turned down the initial alternate design proposal made by Development Partners. IFA has not observed Development Partners presenting any alternatives to CBU or witnessed any meaningful discussions between Development Partners and CBU to resolve this matter for several months. 18. Section 11D describes delays to Vernal Pike construction. The narrative states that delay caused by design/geotechnical issues have not impacted the Substantial 169 Section 5 Project Office 1145 Sunrise Greeting Court, Bloomington, IN 47404 Page 6 0f 10 Indiana same Lhat Wur_k_: An Equal Opportunity Employer a . Indiana Finance Authority India 113 . . Indiana Department of Transportation 169 Section 5 Project Completion date, but rather have impacted Milestone 4. believes this to be contrary to statements made in Relief Events pertaining to Vernal Pike. 19. Section 11E describes unresolved problems related to Fullerton Pike construction. The narrative does not include a description of delays to the ?Whip Road? construction, which are ongoing and significantly impacting progress at Fullerton Pike west of the mainline. As a recent example, on 'July 13, 2016 was summoned to a meeting to discuss issues related to eminent paving activities along the Whip Road. Development Partners estimated the paving of the Whip Road to take one day, and completion of the paving was presented as urgent because the Whip Road serves as a temporary detour that allows adjacent large?scale earthworks to begin. was informed that Development Partners' team had reconsidered the proposed width of the Whip Road and suggested that a wider roadway allowing two-way traffic would be more appropriate. agreed with Development Partners? revised design approach and outlined action items to complete the Development Partners' desired change. These action items included Development Partners? preparation of revised plans and coordination with adjacent utilities. Three weeks have passed without resolution of these items. Paving has not commenced. Several pieces of large earth-moving equipment sit idle in the vicinity of this work. 20. Section 11F indicates unresolved problems as impacted by IU Fiber relocation. The Development Partners are reminded Section 55.2.7 of the PPA states Developer shall comply with and timely perform all obligations imposed on Developer by any Developer Utility Agreement. The original schedule for the lU Fiber relocation planned for the completion of this Work in the fall of 2015. Once the Work began, Development Partners elected to pursue a Nationwide 12 permit to allow easier construction within jurisdictional waterways. The Nationwide 12 permit was not necessary, but was sought by Development Partners to improve constructability. The progress of the conduit installation was delayed while this permit was acquired, a delay which would not have occurred if Development Partners had proactively obtained the permit in advance of starting the construction. also understands further delays to the installation of the IU Fiber conduits were caused by Development Partners' subcontractors suspending Work due to lack of payment/contract issues. These delays pushed the timeframe for the fiber-optic cutover, which was planned to be self?performed by IU, into a timeframe when IU would have to work around several restrictions, including finals week and issuing grades to the students. lU made these restrictions known to Development Partners as soon as the impact due to schedule slippage became clear. 21. Section 11G indicates unresolved problems have impacted the schedule of the Buckner Branch structure. The design of the structure is the responsibility of the Development Partners. Since ?over the shoulder? discussion between IPA and Development Partners on June 17, 2016, has not received any updates regarding the alternate design to the culvert crossing. is not aware of any contractual responsibilities that has not 169 Section 5 Project Office 1145 Sunrise Greeting Court, Bloomington, IN 47404 Page 7 0f 10 Indiana An Equal Opportunity Enlploygr Museum; Indiana Finance Authority fl Indiana Department of Transportation 169 Section 5 Project met and believes that any pending action is in Development Partners? court. 22. Section 12 pertains to the Critical Path of the project. Fullerton Pike is now shown by Development Partner?s Status Schedule to be on the Critical Path when in previous Status Schedule Submittats, Fullerton Pike was not shown to be on the Critical Path. Fullerton Pike activities have been added to the Critical Path without description as required by 108-C-215. can only assume that this condition is a result of continued schedule slippage at Fullerton Pike. Over the past five (5) Status Schedule submittals, the Fullerton Pike completion/demob date has changed as follows: February Status Schedule: July 22, 2016 March Status Schedule: August 3, 2016 April Status Schedule: August 15, 2016 May Status Schedule: August 24, 2016 June Status Schedule: September 9, 2016. 939-95793 The reasons for continued schedule slippage at Fullerton Pike are not documented in the narrative report as required by 108-C-215. Furthermore, Section 1.5.2.4 of the Technical Provisions states that if Work is delayed on any Controlling Work Item for a period of 30 days in aggregate, the next Project Status Schedule shall include a recovery schedule demonstrating the proposed plan to regain lost Project Schedule progress and to achieve Substantial Completion by the specified date. Because the work at Fullerton Pike is now shown to be on the Critical Path and has experienced incremental delays that in aggregate are more than 30 days, Development Partners are required to submit a recovery schedule. 23. has consistently observed actual progress well below planned levels. Examples of this include, but are not limited to: a. Very little work has been completed along the many miles of access roads within the northern half of the project. i. East Access Road from Jordan Creek to the north terminus. ii. West Access Road from Jordan Creek to Legendary Hills. East Access Road from Liberty Church to Old SR 37. iv. West Access Road from Liberty Church to Turkey Track. v. West Access Road from Burma Road to Simpson Chapel Road. vi. East Access Road from Sparks Lane to Fox Hollow Road. vii. West Access Road from south of Sample Road to Thompson Furniture. b. Work in the northbound bifurcated area is progressing much slower than planned by Development Partners. This area was closed on July 5, 2016 and since then one small crew has been working on excavation, despite the significant work area available. Development Partners indicated to their plan to complete all 169 Section 5 Project Of?ce 1145 Sunrise Greeting Court, Bloomington, IN 47404 Page 8 0f 10 Indiana A State dun! Works An Equal Opportunity Employer Indiana Finance Authority W. .33., Indiana Department of Transportation 169 Section 5 Project work within the northbound bifurcated area within three (3) months. At the current rate of progress, Development Partners will not be able to complete this work before winter. 0. has observed very little asphalt paving in 2016. Development Partners' paving plan for 2016 indicated placement of 273,000 tons of asphalt by the end of July 2016. IFA estimates the actual placement of asphalt to be closer to 20,000 tons. At 2000 tons/day per crew, that is 126.5 Work Days behind per crew. That is over 5 months behind if there were no inclement weather days for 5 straight months. d. Design changes including NDC's and have languished for months without resolution despite their direct impact to construction. The resolution to the delayed activities listed above are entirely within the control of the Development Partners. IFA has discussed these issues with Development Partners at numerous weekly meetings and have not been provided with reasonable justfication for the ongoing lack of progress. In summary, Development Partners have exhibited a history of schedule slippage on activities throughout the project. Development Partners have not identified mitigation measures to gain back lost time or submitted a recovery schedule in accordance with the PPA. In addition to these issues, IFA has consistently observed a lack of progress in the field versus planned construction activities. The July Status Schedule Submittal is not a realistic plan for completing the project by Development Partners? target completion date of June 28, 2017, far exceeding the contractual Baseline Substantial Completion Date of October 31, 2016. To achieve the Development Partners' target date of completing construction by June 28, 2017, a signi?cant amount of work needs to be accomplished during the remaining 2016 construction season. This work will not be achieved at the current rate of progress. For these reasons, as well as the concerns summarized in this letter, IFA rejects the Development Partners? July Status Schedule Submittal. Nothing in this letter shall, nor shall be deemed to, amend the PPA or waive any of rights or remedies or any of Developer's obligations under the PPA. All other rights and remedies under the PPA Documents, at law and in equity are hereby reserved. Sincerely, madam Sandra Flum Project Manager and Authorized Representative delegate 169 Section 5 Project Office 1145 Sunrise Greeting Court, Bloomington, IN 47404 Page 9 of 10 Indiana A State that Wot-1:5 An Equal Opportunity Employer Indiana Finance Authority Mm.? Indiana Department of Transportation 169 Section 5 Project Cc: Silvia Perez Katie Rounds Jim Stark Jay Church I69 Section 5 Project Office 1145 Sunrise Greeting Court, Bloomington, IN 47404 Page 10 0f 10 Indiana A State that. Works An Equal Opportunity Employer