2011/10/05 Council Agenda Packet

5. Insurance. The Sub-recipient shall maintain a financially sound program of self-insurance or commercially purchased liability insurance covering unfair competition claims and all negligent actions or omissions of any and all of Sub-recipient's officers,directors, employees, agents, and independent contractors and/or Subcontractors in the amount of one million dollars ($1,000,000.00). Proof of such insurance shall be presented to Foundation pursuant to the schedule detailed by Exhibit B and to the Co-funders upon request. The proof of insurance document shall clearly specify the Project by number and title on the insurance certificate. 6. Worker's Compensation. The Sub-recipient and all Subcontractors shall maintain Worker's Compensation Insurance that complies with the applicable state laws.Proof of such insurance shall be presented to Foundation pursuant to the schedule detailed by Exhibit Band to the Co- funders upon request. E. Termination: This PFA,except for those provisions which,by their own terms, extend beyond the life of this PFA, shall terminate as provided in Section IV. Above. The termination date shall be the date upon which all scheduled events have occurred,including the final accounting, and no further work remains to be completed pursuant to this PFA. The PFA,however,may be terminated earlier for the following reasons: 1. If the Foundation after consultation with the Co-funders and the PAC reasonably determines that the Sub-recipient,or any Subcontractor,is progressing unsatisfactorily, including,but not limited to,failing to comply with this PFA,the Foundation may so Notify the Sub-recipient in writing at any time of the problems/breach and may allow Sub-recipient a chance to cure the problems identified. If the Sub-recipient fails to eliminate problems detailed by the Foundation, or fails to cure a breach of this PFA when and if the Foundation provides a cure period,within thirty(30)days of the Foundation's Notice,this PFA shall terminate. The termination date shall be the date on which the thirtieth(30th) day falls. 2. Foundation may terminate this PFA without thirty(30) days Notice if the Foundation after consultation with the Co-funders and the PAC reasonably believes the Project is no longer technically feasible or if Sub-recipient failed to comply with the terms and conditions of this PFA. The termination date shall be the date on which the Notice is received. Such termination shall not be considered a breach of this PFA and shall not require a cure period. 3. Co-funders may terminate this PFA on ninety(90) days Notice if Sub-recipient or the Foundation materially breaches this PFA. In such event,an accounting of expended funds shall be submitted by the Sub-recipient promptly after receiving Notice and all unspent non- cancellable funds shall be submitted to the Foundation. The Foundation shall distribute all remaining non-cancellable and unspent funds among the Foundation and Co-funders in proportion to their original funding levels. In the event the Foundation and Co-funders disagree as to whether a Sub-recipient or Subcontractor's actions or omissions are unsatisfactory or a breach of this PFA,the Foundation shall make the final determination. Such determination shall not be considered a breach of this PFA. 4. Upon receipt of the written Notice of termination by Foundation without a right to cure,the Sub- recipient shall cease all work associated with the PFA.If the Foundation issues a Notice of termination with a right to cure,the Sub-recipient shall continue all work,first applying itself to curing the deficiencies noted. FINAL 09012011 20 Joint Multi Funded PFA 58