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HomeMy WebLinkAboutA6890 - KABOOM Inc - LETTER OF INTENT PLAYWORLD SYSTEMS 'PS- City of Palm Springs 2 CVHC-Coachella Valley Housing Coalition KaBOOMI Letter of Intent By signing this document, I understand that if my organization is selected for a KaBOOM! project, my organization will (please initial each point): PS+CVHC Assume all responsibilities as outlined in the KaBOOMI Community Partner Project Summary PS Fundraise$8,500 USD toward the cost of playground equipment PS Own and maintain the playground for its lifetime PS+CVHC Provide land and secure all necessary permits for construction of playground N/A Remove all existing playground equipment currently on site Perform site preparation resulting in a flat and dirt surface two weeks prior to Build Day of a site measuring at CVHC least 2,500 square feet. Perform a utility check prior to Design Day and secure all necessary extensions to ensure the utility check is PS+CVHC current through Build Day PS Perform a soil test for lead and arsenic within two weeks of Design Day and perform remediation if necessary PS+CVHC Use Playworld Systems, Inc. equipment and accept engineered wood fiber safety surfacing Allow names and logos of KaBOOM 1 and the Funding Partner to be displayed on permanent playground PS+CVHC signage, measuring 12 Y.inches wide by 30 Y.inches tall Recruit at least 15 community members,residents,and/or parents to participate in the Design Day and CVHC planning process Recruit 30 volunteers from the community to participate in two preparation days and recruit 75 volunteers CVHC from the community to participate on Build Day CVHC Provide food,water,tools,a dumpster,and music for volunteers on Build Day CVHC Build the playground through supervised volunteer installation PS Accept liability for and maintain the playground upon build completion Obtain and maintain insurance for the playground and Build Day, and add KaBOOM! and the Funding Partner CVHC as additional insureds for the term described in the contract PS+CVHC Indemnify and hold harmless KaBOOM 1 and the Funding Partner PS+CVHC Follow KaBOOM! protocol on all media and promotions as outlined in the Corporate Sponsorship Policy Signing this Letter of Intent signifies that all contract signatories have reviewed the draft contract and are prepared to sign a final contract within three business days of being awarded a KaBOOM! playgrou d pr c Ple ensure th th rson authorized to sign contracts signs below. Legal Name of Organization: City of Palm Springs Legal Name of Organization: Coachella Valley Housing Coalition Name of Organization to Use in Media: City of Palm Springs Name of Organization to Use in Media: Coachella Vall y Housing Coalition Name and Tide of Signatory!please r' David H.Ready,City Mana er Name and Title of Signatory(pba:a Julie Barns - ,E:ecutive Director Authorized Signature: Authorized Signature: Date: Date: Signatory Mailing Address: 3200 E.Tahquitz Canyon Way Signatory Mailing Address: 46 1 Monroe Street,Suite Palm Springs,CA 92262 Indio,CA 92201 Contact information for person who should receive KaBOOMI Invoice: APPROVED BY CITY COUN IName: Josseth Mota, Community Services Coordinator Telephone number: (760)347-3157 ext. 551 0 Mailing Address: 45701 Monroe Street, Suite G. Indio, CA 92201 mail: iosseth.mota(cDcvhc.org Fax: (760) 342-6466 4 i,li n,echcatAve. NW,$Uite ML L VJaShinetoU. DC 2C,00e 2026590215, 2026590210 kn600r+t.taro Ciiy Clerk • ' COMMUNITY PARTNER PLAYGROUND AGREEMENT June 6, 2016 KaB00M!, Inc. (referred to herein as KaB00M!)is pleased that«CP»(referred to herein as the Community Partner)has agreed to collaborate with KaB00M!and «FP»(referred to herein as the Funding Partner)in the construction of a new playground at sSite_Name», «Site_Address)), ((City)), «State» ((Zip)) (the"Project"). This Community Partner Playground Agreement(this"Agreement"),which sets forth the Community Partners obligations in connection with the Project and certain matters on which the parties have agreed,will,when executed by the duly authorized representatives of each party, supersede any prior agreements and represent the complete legally binding agreement between the parties regarding the Project. 1. Obligations of the Community Partner. The Community Partner shall work wi BOOM!and the Funding Partner as well as community residents to design, plan and build the Project. By exe g this Agreement,the Community Partner is unconditionally agreeing to each of the following obligations, ase meeting the requirements provided by KaBOOM!: (a) Fundraising. In support of the Project,the Community Pa must contribute 00 to KaBOOM!,which will apply the funds directly to the purchase of playground ment. BOOM!will voice the Community Partner for such amount promptly following the execution of this which amount must be paid in full at least thirty(30)days prior to the Project's Build Day(as defined (b) Proiect Site. (i) Ownership. At the time of execution of this ee mmunity Partner shall provide KaB00M!with proof of land ownership eviden ither granting title to the property to the Community Partner or a letter from the property o o appr for the Project. The Community Partner is the owner of the playground in its entiXthimunity, ime of t layground, including the equipment and/or safety surfacing purchased by Kding Partner. (ii) Permits. Prior to Partner shall obtain or cause to be obtained all necessary permits and li s regIlation, possession and use of the playground in compliance with applicable I and reguat (iii) Preparation. T mmunit rtner shall ensure that the Project site is safe for volunteers and children, which responsibili (1)recruiting fifteen (15)adult volunteers to participate in preparation activities two to three days prio wild Day;(2)preparing the site for the installation of the Project at least two weeks before Build Day,which includes removing existing playground equipment,footers and safety surfacing, grading the land,removing fencing and performing soil tests;(3)conducting up to two(2)utility checks as reasonably requested by KaBOOM!with the appropriate utility companies,with the first test being completed on or before Design Day(as defined below)and with all utility check documentation provided upon completion to the KaBOOM! project manager who shall supervise the planning and installation of the playground(the"Project Manager'); and (4)conducting up to two(2)soil site tests as reasonably requested by KaBOOM!, with the first test being completed on or before Design Day and with all soil check documentation provided to the Project Manager upon completion. The Community Partner is responsible for undertaking any necessary risk mitigation should the soil be deemed unsafe for children and volunteers. (iv) Safety and Security. The Community Partner shall ensure the security of equipment,tools, supplies and well being of the adults and children from the beginning of the preparation activities until the conclusion of Build Day, including any postponement. (v) Maintenance. Maintenance of the playground facility and supervision of its use is the sole responsibility of the Community Partner. The Community Partner shall collaborate with KaBOOM!during the Project planning process to develop a maintenance program for the playground and, with the support of the property owner(if owner is a separate party),shall maintain the playground and the property before and after the Build Day to ensure a safe and attractive playspace. In furtherance of the foregoing, in the event any playground equipment included in the Project no longer is permitted for any reason to be located at its original site of construction or such site is no longer controlled by the Community Partner for any reason, then the Community Partner promptly shall notify KaBOOM!following its becoming aware of such situation and shall,at the Community Partner's sale cost and expense,take such steps as may be necessary to promptly and safely relocate the playground equipment(including any permanent signage and other fixtures)to an alternate site that serves children or to ensure that the successor controlling person of such site shall continue to make such playground available to children in the same manner contemplated as of the Build Day and maintain(or permit the Community Partner to maintain)such playground in accordance with the maintenance program. In addition, the Community Partner shall accept and maintain engineered wood fiber as playground safety surfacing, meeting standards established by Consumer Product Safety Commission guidelines,for the lifetime of the playground. Guidance and materials for the purpose of developing a maintenance plan for the playground are available, upon request,from the playground equipment and safety surfacing manufacturers, including Playwgdd ems, Inc. (c) Design Day. The Community Partner agrees to host a KaBOOM!-fa ed"Design Day"with at least twenty (20)adult volunteers and twenty(20)children. Such adult volunt main engaged in the planning activities throughout the Project's planning process. (d) Build Day. The Community Partner shall recruit aVolunte adult volunteers the community to participate in a one-day installation event for the Project,which is uled cur on aBD_n and which is referred to herein as the Build Day. The Community Partner shall a all volunteers sign a waiver. On the Build Day, the Community Partner shall provide food,water,tools, psters, music and restroom facilities for all volunteers. (e) Promotion; Intellectual Property. The Communi artn prior approval from KaBOOM!and/or the Funding Partner for any materials tha rence ect or ntain the name,trademarks,service marks, logos and other intellectual prope ely, a ogether with all goodwill attached or which shall become attached to any of the them, th arks") aBOO nd/or the Funding Partner, including press releases, fliers and promotional materia a er acknowledges and agrees that each of KaBOOM!and the Funding Partner is the sole o all right, i and interest in and to its respective Marks. The parties acknowledge that Ka th ding Partner may take all steps to protect their Marks as they deem appropriate. Any f the ill to the sole benefit of KaBOOM!or the Funding Partner(as applicable). Th munity Part shall not use the Marks in any manner that would harm the reputation of KaBOOM!or the F Partner disparage or negatively reflect upon the Marks. Upon expiration of or termination of this Agr nit f y reason,the Community Partner shall cease all use of the Marks. The Community Partner shall ate with KaBOOM!and the Funding Partner to secure media coverage for the Project. (f) Slgnage. The Community Partner shall allow the names and logos of KaBOOMI and the Funding Partner to be displayed on permanent playground signage, which shall be substantially in the form provided to the Community Partner during the application process and shall be 12%inches vide by 30 Y<inches tall and mounted on poles in a mutually agreed location. (g) Playground Costs. The Community Partner is solely responsible for and shall hold KaBOOM!and the Funding Partner harmless from any costs incurred by the Community Partner for any prior site preparation, upgrades or improvements or any equipment or materials purchased to supplement those secured by KaBOOM!. (h) Warranty. The playground equipment and the safety-surfacing related to the Project may be covered under warranty by the applicable manufacturers,a copy of which may be obtained, upon request,from such manufacturers. The Community Partner acknowledges that any warranties and/or guarantees on any equipment or material are subject to the respective manufacturer's terms thereof,and the Community Partner agrees to look solely to such manufacturers for any such warranty and/or guarantee. Neither KaBOOM!nor the Funding Partner nor any of their respective affiliates,directors,officers,managers, partners,members, shareholders, employees,agents or representatives, have made nor are in any manner responsible or liable for any representation,warranty or guarantee,express or implied, in fact or in law, relative to any equipment or material, including its quality, mechanical condition or fitness for a particular purpose. (i) Insurance.The Community Partner(or such other appropriate entity to which KaBOOM!consents in writing)shall obtain and maintain from no less than seven(7)days prior to the Build Day and through the first anniversary of the Build Day,commercial general liability insurance(providing coverage against liability for bodily injury, death and property damage that may arise out of or be based upon the use of the playground)with a limit of not less than one million dollars($1,000,000)per occurrence. The Community Partner shall also obtain and maintain workers compensation insurance policies with statutory limits for the state in which the work is performed for their volunteer employees. Within seven(7)days from execution of this Agreement,the Community Partner shall provide to KaBOOM!a copy of a certificate from its insurer indicating the nature, scope, duration and amount of insurance coverage,and naming KaBOOM!and the Funding Partner as additional insureds under such policy,which insurance shall be primary over any other insurance covering KaBOOM!and the Funding Partner and which policy shall provide that KaBOOM!and the Funding Partner be given at least thirty(30)days prior written notice of any change or cancellation of coverage. Q) Indemnification. The Community Partner shall indemnify and hold ha KaBOOM!,the Funding Partner and their respective affiliates,directors,officers, managers, partners, m shareholders,employees,agents and representatives from any and all losses,liabilities,claims, action s a penses(including interest and penalties due and payable with respect thereto and reasona torneys'a countants'fees and any other reasonable out-of-pocket expenses incurred in investigati reparing,defen r setfling any action), including any of the foregoing arising under, out of or i nectio 'h any breac of this Agreement,any actions associated with this Project or resulting from the playground property and equipment, including those for personal injury,death,or property damage, excep a extent resulting from the gross negligence or willful misconduct of such indemnified person. vision s urvive any termination or expiration of this Agreement. (k) Data and Reporting Requirements. T ommu ner sh (i) promptly following the confirmation of the Project,distribute one or more pl urvey ovided by KaBOOM!to its stakeholders,including parentslcaregivers, volunteers and d mem s,(ii)cause members of its planning committee to complete a post-build survey ad in 2 weeks from the Build Day and a 6-month survey provided by KaBOOM!within 7 om the d Day. 2. Obli alions of KaB00 (a) Playground Buil . COW shal ovide technical and organizational leadership and guidance for the Project and shall: (i) Coordinate Funding participation,facilitate playground design, including regular planning meetings, and work with vendors procure equipment and materials in a timely manner, except to the extent that safety surfacing other than engineered wood fiber is used,which shall be procured by the Community Partner. (ii) Manage construction logistics for the Project,coordinate playground site preparation activities with the Community Partner, inventory equipment and materials, and assure that the necessary tools and materials and other general supplies are available on the Build Day. (III) Lead the Build Day activities, including the coordination of Build Day captains and volunteers. (iv) Make available certain educational and promotional materials related to the Project. (b) Inspection. KaBOOM!, in collaboration with the Community Partner, will secure a Certified Playground Safety Inspector to review the playground structure at the conclusion of the Build Day(or, if KaBOOM!assumes responsibility for the playground construction going beyond one day,at the conclusion of the installation)to ensure that the structure is safe and built to all appropriate standards and guidelines, unless the Build Day is not completed on the Build Day due to failure of the Community Partner, in which case the Community Partner shall secure the Certified Playground Safety Inspector. (c) Promotion. KaBOOM!will provide proposed promotional materials relating to the Project for the Community Partner's review and approval,which approval shall not be unreasonably withheld or delayed. (d) Website Listing. KaBOOM!will place the playground on its list of KaBGGMI builds on the KaBOOMI website and KaBOOM!will send information to the Community Partner on playground maintenance programming and enhancements. (e) Post-Build Day. The Community Partner shall(i)within one week following the Build Day, complete and submit a Post Build Report, in the form to be made available by KaBOOM!,and(ii)shall use its commercially reasonable efforts to provide,and otherwise shall cooperate in good faith with KaBOOM!regarding obtaining,such other information related to the Project as KaBOOM!from time to time may request. 3. Build Day Postponement. The Build Day shall not be postponed except when weather or other conditions jeopardize the safety of the volunteers or threaten the structural integrity of the playground. The decision to postpone the Build Day will be made by majority agreement of the representatives of KaBOOM!, the Community Partner and the Funding Partner,except where such decision must be made by KaBOOM!on the construction site and representatives of the Community Partner and the Funding Partner are not available for consultation. the event that the Build Day is postponed, KaBOOM!,the Community Partner and the Funding Partner sh elop a plan for rescheduling the Build Day at the next earliest date possible for each party.The Funding shall be responsible for all additional expenses related to the rescheduled Build Day, including,without limi n, ent, labor and materials,storage and travel costs and expenses;provided, however, that the Fundi artner sh notified of the estimated amount of such additional expenses in connection with rescheduling of .ild Day. No nding the foregoing, in the event that the date of the Build Day is cancelled or change resul he Commu ty Partner's failure to satisfy its obligations in connection with the Project, then the Communi all be liable to KaBOOM!and the Funding Partner for all such additional expenses related to the reschedu ild Day. 4. Funding Partner Relations. KaBOOM! has a separ c th th nding Partner pursuant to which the Funding Partner has agreed to provide financial and a or the Project. In recognition of the Funding Partners conMbution of such resources, ding shall receive first placement on any recognition materials developed for the Project, ng groun ' nage, banners, T-shirts, press releases, website and newsletter stories, and flyers,and ommu Partne all not solicit sponsors or donors in relation to the Project whose products or services directly a cts or services of the Funding Partner as identified to the Community Partner by Ka8O and Funding Partner. In the event the Community Partner solicits other sponsors or donors,then ity er shall not permit such sponsors or donors to compete with the Funding Partner forsi a and spo shi ognition. 5. Termination. In the eve t the Co nity Partner fails to make the payments required under Section 1(a)or otherwise breaches this Ag nt COW may terminate this Agreement upon written notice to the Community Partner of such termination. ore, if either party is delayed or prevented from fulfilling any of its obligations hereunder by any cause beyond i s reasonable control, including acts of God,acts or omissions of civil or military authorities,fire,strike, Flood,riot,act of terrorism,war,transportation delay,or inability due to such causes to obtain required labor, materials or facilities,such party shall not be liable hereunder for such delay or failure and either party may terminate this Agreement if the other is unable to perform any obligation hereunder for a period longer than ten (10)calendar days due to such force majeure event, in which case KaBOOM!shall refund to the Community Partner any amounts paid to KaBOOM!, less expenses already committed and/or incurred prior to the date of such termination. If, upon termination as provided herein, the sum due KaBOOM!the by Community Partner exceeds the sum paid to KaBGGMI hereunder,the Community Partner shall pay KaBOOM!for any such additional sum due upon presentation of appropriate documentation within thirty(30)days of invoice. Except as set forth above, upon any termination,this Agreement shall become void 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 any intentional breach of this Agreement prior to such termination. 6. General Provisions. The Community Partner represents to KaBOOM!that all information provided by it to KaBOOM!, including in the Playground Profile Application, is true,correct and complete in all respects and does not omit any information relevant to the Project. Each party has all requisite power and authority, including any necessary approval by its governing body, to execute and deliver this Agreement, and to perform its obligations hereunder. This Agreement may not be assigned or transferred by either party 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, their respective successors and permitted assigns, and where expressly stated,their affiliates and representatives. This Agreement shall be 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 application of the laws of another jurisdiction would be required thereby. This Agreement may be altered, modified or amended only by a written document signed by both parties. This Agreement may be executed in two or more counterparts,each of which shall be an original and all of which, when taken together,shall constitute the same agreement and may be delivered by facsimile or electronic mail transmission with the same force and effect as if originally executed copies hereof were delivered. Any notices required or permitted to be given hereunder shall be sent by certified or registered United States mail, postage prepaid, by personal delivery addressed to the applicable party or by facsimile or electronic mail transmission(the receipt of which is confirmed)at the address set forth under such party's signature below. The Funding Partner shall be an intended third party beneficiary of Sections 1(b), (e), (0, (g), (h), (i)and Q)and Sections 2(b), 3,4 and 6 of this Agreement and is entitled to enforce its rights under such sections as if it were a party to this Agreement. By executing this Community Partner Playground Agreement where indicated below,each of KaBOOM!and the Community Partner agrees,as of the date identified above, to be legally bound by all of the terms and provisions set forth above. aCP) KaBOOMI, Inc. By: Name: ((Signatory-1) By: Title:((Sig_1_Title) Name: Gerry Megas Title: Chief Financial Officer Address: Address: aSt_Address)) 4301 Connecticut Ave. NW, Suite MIL-1 T: aS1_Phone) Washington, DC 20 8 nS1_Faxn T: (202)464-618 e-mail: «S1_Email) F: (202)659-0 e-mail: m m.or uCP 2) ((Signatory_2) e Sig_2_Title) 4S2 Address)) ((S2_Phone) aS2 Fax)) 42 Emailn Contact informatio the pers ho uld receive KaBOOM! invoices: Name: alnvoice_Name) Telephone number: «Invoice_Phone) Mailing Address: Email: slnvoice_Email) «Invoice Address) flnvoice Fax)