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guidelines, unless the Build Day is not completed on the Build Day due to failure of City of San Leandro /San Leandro Rotary Club , in
<br />which case City of San Leandro /San Leandro Rotary Club shall secure the Certified Playground Safety Inspector.
<br />(c) Promotion. KaBOOM! will provide proposed promotional materials relating to the Project for City of San Leandro's I San Leandro
<br />Rotary Club's review and 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 City of
<br />San Leandro /San Leandro Rotary Ctub on playground maintenance programming and enhancements.
<br />3. Build Dav Postaonement. 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!, City of San Leandro /San Leandro Rotary Club and the funding partner, except where such decision
<br />must be made by KaBOOM! on the construction site and representatives of City of San Leandro /San Leandro Rotary Club and the funding
<br />partner are not available for consultation. In the event that the Build Day is postponed, KaBOOM!, City of San Leandro I San Leandro
<br />Rotary Club and the funding partner shall develop a plan for rescheduling the Build Day at the next earliest date possible for each party and
<br />for allocating additional expenses related to the rescheduled Build Day. In the event that the date of the Build Day is cancelled or changed
<br />solely by City of San Leandro I San Leandro Rotary Club, City of San Leandro I San Leandro Rotary Club shall be liable to KaBOOM! and
<br />the Funding Partner for any equipment costs, labor, and materials and any additional expenses related to the Program, such as travel
<br />expenses and general supplies.
<br />4. Funding 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 City of San Leandro /San Leandro Rotary Club shall not solicit
<br />sponsors or donors in relation to the Project whose products or services direcfly compete with the products or services of the funding partner
<br />as identified to City of San Leandro /San Leandro Rotary Clubby KaBOOM! and/or the funding partner. In the event City of San Leandro /
<br />San Leandro Rotary Club solicits other sponsors or donors, then City of San Leandro /San Leandro Rotary Club shall not permit such
<br />sponsors or donors to compete with the funding partner for signage and sponsorship recognition.
<br />5. Termination. In the event that City of San Leandro fails to make the payments required under Section 1(a) of this agreement, KaBOOM!
<br />may terminate the Agreement upon written notice to City of San Leandro /San Leandro Rotary Club of such termination. Furthermore, if
<br />either party is delayed or prevented from fulfilling any of its obligations hereunder by any cause beyond its reasonable control, including acts
<br />of God, acts or omissions of civil or military authorities, fire, strike, flood, riot, act of terrorism, war, transportation delay, or inability due to
<br />such causes to obtain required labor, materials or fadlities, such party shall not be liable hereunder for such delay or failure and either party
<br />may terminate this agreement if the other is unable to perform any obligation hereunder for a period longer than ten calendar days due to
<br />such force majeure event, in which case KaBOOM! shall refund to the City of San Leandro any amounts paid to KaBOOM!, less expenses
<br />already committed and/or incurred prior to the date of such termination. If, upon termination as provided herein, the sum due KABOOM! by
<br />City of San Leandro exceeds the sum paid to KaBOOM! hereunder, City of San Leandro shall pay KaBOOM! for any such additional sum
<br />due upon presentation of appropriate documentation within 30 days of invoice. Except as set forth above, upon any termination, this
<br />agreement shall become void and have no effect, and no party shall have any liability to the other party, except that nothing herein will
<br />relieve any party from liability for 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 affiliates 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!, City of San Leandro and San Leandro
<br />Rotary Club agrees, as of the date identified above, to be legally bound by all of the terms and provisions set forth above.
<br />City of San Leandro KaBOOM!, Inc.
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