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(c) Promotion. KaBOOM! will provide proposed promotional materials relating to the Project for the Community Partner's review and
<br />approval, which approval shall not be unreasonably withheld or delayed.
<br />(d) Build Guild. KaBOOM! will place the playground on the roster of KaBOOM! Build Guild and KaBOOM! will send information to the
<br />Community Partner on playground maintenance programming and enhancements.
<br />3. Build Dav Postponement. The Build Day shall not be postponed except when weather or other conditions jeopardize the safety of the
<br />volunteers or threaten the structural integrity of the playground. The decision to postpone the Build Day will be made by majority agreement
<br />of the representatives of KaBOOM!, the Community Partner and the funding partner, except where such decision must be made by
<br />KaBOOM! on the construction site and representatives ofthe Community Partner and the funding partner are not available for consultation.
<br />In the event that the Build Day is postponed, KaBOOM!, the Community Partner and the funding partner shall develop a plan for
<br />rescheduling the Build Day at the next earliest date possible for each party and for allocating additional expenses related to the rescheduled
<br />Build Day. In the event that the date of the Build Day is cancelled or changed solely by the Community Partner, the Community Partner
<br />shall be liable to KaBOOM! and the Funding Partner for any equipment costs, labor, and materials and any additional expenses related to
<br />the Program, such as travel expenses and general supplies.
<br />Fundino Partner Relations. KaBOOM! has a separate agreement with each funding partner pursuant to which the funding partner has
<br />agreed to provide financial and human resources for the Project. In recognition of the funding partner's contribution of such resources, the
<br />funding partner shall receive first placement on any recognition materials developed for the Project, including playground signage, banners,
<br />T-shirts, press releases, web site and newsletter stories, and flyers, and the Community Partner shall not solicit sponsors or donors in
<br />relation to the Project whose products or services directly compete with the products or services of the funding partner as identified to the
<br />Community Partner by KaBOOM! and/or the funding partner.. In the event the Community Partner solicits other sponsors or donors, then the
<br />Community Partner shall not permit such sponsors or donors to compete with the funding partner for signage and sponsorship recognition,
<br />5. Termination. In the event that the Community Partner fails to make the payments required under Section 1(a) of this agreement, KaBOOM!
<br />may terminate the Agreement upon written notice to the Community Partner of such termination. Furthermore, if either party is delayed or
<br />prevented from fulfilling any of its obligations hereunder by any cause beyond its reasonable control, including acts of God, acts or omissions
<br />of civil or military authorities, fire, strike, flood, riot, act of terrorism, war, transportation delay, or inability due to such causes to obtain
<br />required labor, materials or facilities, such party shall not be liable hereunder for such delay or failure and either party may terminate this
<br />agreement if the other is unable to perform any obligation hereunder for a period longer than ten calendar days due to such force majeure
<br />event, in which case KaBOOM! shall refund to the Community Partner any amounts paid to KaBOOM!, less expenses already committed
<br />and/or incurred prior to the date of such termination. If, upon termination as provided herein, the sum due KABOOM! by Community Partner
<br />exceeds the sum paid to KaBOOM! hereunder, Community Partner shall pay KaBOOM! for any such additional sum due upon presentation
<br />of appropriate documentation within 30 days of invoice. Except as set forth above, upon any termination, this agreement shall become void
<br />and have no effect, and no party shall have any liability to the other party, except that nothing herein will relieve any party from liability for
<br />any intentional breach of this agreement prior to such termination.
<br />6. General Provisions. Each party has all requisite power and authority, including any necessary approval by its governing body, to execute
<br />and deliver this agreement, and to perform its obligations hereunder, This agreement may not be assigned or transferred by either party
<br />without the prior written consent of the other party hereto. This agreement shall inure to the benefit of and be binding upon the parties hereto,
<br />their respective successors and permitted assigns, and where expressly stated, their affil!ates and representatives. This agreement shall be
<br />governed by and construed under the laws of the State of New York, without regard to conflicts of laws principles to the extent that the
<br />application of the laws of another jurisdiction would be required thereby. This letter agreement may be altered, modified or amended only by
<br />a written document signed by both parties. This agreement may be executed in two or more counterparts, each of which shall be an original
<br />and all of which, when taken together, shall constitute the same agreement and may be delivered by facsimile or electronic mail transmission
<br />with the same force and effect as if originally executed copies hereof were delivered. Any notices required or permitted to be given
<br />hereunder shall be sent by certified or registered United States mail, postage prepaid, by personal delivery addressed to the applicable party
<br />or by facsimile or electronic mail transmission (the receipt of which is confirmed) at the address set forth under such party's signature below.
<br />By executing this Community Partner Playground Contract where indicated below, each of KaBOOM! and the Community Partner agrees, as of
<br />the date identified above, to be legally bound by all of the terms and provisions set forth above.
<br />City of San Leandro KaBO0M1, Inc.
<br />By: BY~
<br />Name: Stephen L. Hollister Name: Gerry Megas
<br />Title: City Manager Title: Chief Financial Officer
<br />Address: Address:
<br />835 East 14+~ Street 4455 Connecticut Avenue, NW, Suite 6100
<br />San Leandro, CA. 94577 Washington, DC 20008
<br />T: 510.577.3466 T: (202) 464- 6075
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