PRRIP Governance Committee Meeting and Materials

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December 1, 2007 Total compensation under this Agreement through December 31, 2008, shall not exceed • $1,110,556.8 without prior written consent of the Governance Committee. C3. Other space, equipment and supplies. The Foundation agrees to provide funding for office space, equipment and supplies as described in Exhibit B. C4. Amendments and Termination. This Agreement may be amended by mutual written agreement of the parties pursuant to the Program Agreement. This Agreement may be terminated with 30 days notice by any of the parties. C5. Agreement contingent upon available funding. This Agreement is contingent upon funding availability. This Agreement may be terminated due to insufficient project funding. C6. SubCOntraCts. Any subcontractors and outside associates or consultants required by the Consultant in connection with the services, work performed or rendered under this Agreement must be approved by the Governance Committee. D. Time Frame. The initial date of the Agreement shall be July 1, 2007. The final date of the Agreement is June 30, 2012. The Agreement may be extended upon mutual agreement of the parties and pursuant to the Program Agreement. E. Independent Contractor. The parties intend that the Consultant will not be considered • an employee of the Foundation, but will act as an independent contractor for the Foundation. As an independent contractor, the Consultant will be responsible for all applicable taxes and is not eligible for any benefits provided by the Foundation. F. Designate a Representative. The Governance Committee shall designate the Chair of the Committee to act as the its representative with respect to the Consultant's service to be performed under this Agreement; and such person shall have complete authority to transmit instructions, receive information, and interpret and define the Governance Committee's policies and decisions with respect to services covered by this Agreement. G. Conflict of Interest. Gl. Consultant shall not engage in providing consultation or representation of clients, agencies or firms which may constitute a conflict of interest which results in a disadvantage to the Foundation or Governance Committee or a disclosure which would adversely affect the interests of the Foundation or the Governance Committee. Consultant shall notify the Foundation or Governance Committee of any potential or actual conflicts of interest arising during the course of the Consultant's performance under this Agreement. This Agreement may be terminated in the event a conflict of interest arises. Termination of the Agreement will be subject to a mutual settlement of accounts. In the event the Agreement is terminated under this provision, the Consultant shall take steps to insure that the file, evidence, evaluation and data are provided to • the Governance Committee or its designee. This does not prohibit or affect the Consultant's 2