2011/10/05 Council Agenda Packet

2 5. The Sub-recipient may terminate this PFA upon thirty(3 0) days Notice to the Foundation if circumstances beyond its control completely preclude continuation of the research.Notification of termination of research by the Sub-recipient shall be in writing. Sufficient effort will be made by the Sub-recipient to consult with the Foundation's PAC to explore options for continuation of the Project that are acceptable to both parties. An accounting of expended funds shall be submitted by the Sub-recipient and all remaining unspent funds, at the time of Notice,will be returned to the Foundation. The Foundation will return to the Co-funders unspent funds on a pro rata basis in accordance to their contributions. 6. Any change in U.S.Federal statutes,rules or regulations or Sub-recipient's local statutes,rules or regulations which materially alter Sub-recipient's required activity, or any change in the availability of funds shall be viewed as binding and shall warrant good faith renegotiation of the provisions of the PFA that are affected.This change in circumstance includes suspension or termination of this PFA, or a reduction in granted funds. Such alterations or termination shall not be considered a breach of this PFA and shall not require a thirty(30) day advance Notice or cure period. 7. If termination occurs,under this Section XIV,the Sub-recipient shall be entitled to compensation for all satisfactory and authorized services completed as of the termination date, provided funds are available (e.g. if there is a,a reduction in granted funds per Section XIV.E.6. above). 8. UPON TERMINATION FOR ANY REASON,THE SUB-RECIPIENT AND SHALL HAVE NO RIGHT TO RECOVER FROM THE FOUNDATION OR ANY CO-FUNDER(S),AND THE FOUNDATION AND CO-FUNDERS SHALL HAVE NO RIGHT TO RECOVER FROM EACH OTHER,ANY SPECIAL,INCIDENTAL, OR CONSEQUENTIAL,DAMAGES OF ANY DESCRIPTION OR AMOUNT,INCLUDING,BUT NOT LIMITED TO ATTORNEYS' FEES AND COSTS. THE 1'bRMS OF THIS SECTION VIV.E.8. SHALL SURVIVE THE TERMINATION OF THIS PFA. F. Required Approvals: The individnals executing this PFA on behalf of their respective parties hereby represent and warrant that they have the right,power,legal capacity, and appropriate authority to enter into this PFA on behalf of the entity for which they sign below. G. Modifications: This PFA may not be modified or amended,nor may any term or provision be waived or discharged,including this particular Section XIV.G. and all subsections,except in writing, signed by all parties. 1. Examples of items requiring Foundation's prior written approval include,but are not limited to, the following: • Deviations from the Project plan. • Change in scope or objective of the Project. • Change in a key person specified in the application. • -The absence for more than three months or a 25%reduction in time by the principal investigator. • Need for additional funding. FINAL 09012011 21 Joint Multi Funded PFA 59