2011/10/05 Council Agenda Packet

• Inclusion of costs that require prior approvals as outlined in the appropriate cost principles. • Any changes in budget line item(s) as described in Exhibit A of greater than ten percent (10%)of the total. 2. No changes are to be implemented by the Sub-recipient until a written Notice of approval is received from Foundation. A. Transferability or Assignment of PFA: This PFA shall not be assignable by the Sub-recipient without the prior written authorization of Foundation. I. Sub-Contracting: The Sub-recipient shall not enter into a subcontract for any of the work performed under this PFA without obtaining the prior written approval of Foundation. 1. Sub-recipient shall require any and all Subcontractors to comply with all applicable and material terms of this PFA prior to working on the Project in any manner. All obligations of the Sub- recipient apply equally to the Subcontractor(s). 2. Payment for services of any and all Subcontractors shall be the Sub-recipient's sole obligation and responsibility.The Sub-recipient hereby indemnifies and holds the Foundation and Co- funders harmless for any liability concerning such payment. In the event Sub-recipient or any Subcontractors are public or quasi-public entities not empowered to indemnify others, Sub- recipient agrees to ensure that the Foundation and Co-funders are not responsible or liable for any such payments or any Subcontractor actions or omissions through appropriate language included in any and all agreements between Sub-recipient and Subcontractors. J. Completeness: 1. This PFA is complete and contains the entire understanding between the parties relating to this PFA. 2. This PFA supersedes all prior understandings,representations,negotiations,and PFAs between the parties whether written or oral. K. Severability: The provisions of this PFA shall be deemed severable, and the invalidity,illegality or unenforceability of any provision of this PFA shall not affect the validity or enforceability of any other provisions. In the event any provision of this PFA is found to be invalid,illegal,or unenforceable,the parties shall endeavor to modify that clause in a manner that gives effect to the intent of the parties in entering into this PFA. L. Foundation Right of Approval: The Foundation and Co-funders shall have the right,in their sole discretion,to refuse to permit any employee of the Sub-recipient,or employee of an approved agent, assignee, or subcontractor of the Sub-recipient,to be located at a Foundation or Co-funders work location,or to provide services to the Foundation, Co-hinders or their clientele pursuant to this PFA. Such right of refusal shall not be considered a breach of this PFA. FINAL 09012011 22 Joint Multi Funded PFA 60