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ATTY/AGR/2016.252/MAGICAL BRIDGE PLAYGROUND <br />REV: 09-08-16 MK <br />Page 7 of 23 <br />12. Intellectual Property <br />A. License to Use Magical Bridge Designs. <br />i. Magical Bridge Designs. Within thirty (30) days of the Effective Date, <br />Magical Bridge shall provide City with the following documents depicting <br />the conceptual design elements and layout characteristic of a Magical <br />Bridge playground (collectively “Magical Bridge Designs”), including the <br />following documents: <br />1. The design for the Magical Bridge Palo Alto playground. <br />2. A list of recommended equipment and vendors producing <br />playground equipment. <br />Magical Bridge Designs shall include any and all advice and information <br />regarding playground design, processes, and construction that Magical <br />Bridge transmits to City, in any medium, in the course of its performance <br />of the Agreement. <br />ii. Initial License. Upon the Effective Date, City shall have a non-exclusive, <br />fully paid up, non-transferrable, one (1) year license solely to use Magical <br />Bridge Designs, in whole or in part, to prepare a design for a playground <br />incorporating those design elements that is tailored to the unique geographic <br />features of the Red Morton Playground as well as the needs and budgetary <br />constraints of City (“Final Design”). City shall forward Magical Bridge <br />Designs, and any other materials and recommendations from Magical <br />Bridge Team, in whole or in part, to its landscape architect for review for <br />incorporation in the Final Design at City’s discretion. City shall prepare the <br />Final Design at its discretion, in consultation with its design team, including <br />its architect and Magical Bridge as needed. City shall retain final decision <br />making authority on all aspects of the design of the Red Morton Playground. <br />iii. Final Design Certification. Upon completion of the Final Design, City shall <br />transmit a copy of the Final Design to Magical Bridge. Magical Bridge <br />shall, within thirty (30) days of receipt of the Final Design, review the Final <br />Design to determine whether the Final Design meets the criteria of a <br />Magical Bridge Playground, attached hereto as Exhibit C and incorporated <br />herein by reference (“Magical Bridge Standards”). If Magical Bridge <br />determines that the Final Design meets the Magical Bridge Standards, <br />Magical Bridge shall provide a certification to City so stating (“Final <br />Design Certification”). If, in its reasonable discretion, Magical Bridge <br />determines that the Final Design does not meet the Magical Bridge <br />Standards, Magical Bridge shall provide City with a written rationale for its <br />decision, including specific recommendations for conforming to the <br />Magical Bridge Standards. Magical Bridge shall then work in good faith <br />with City to revise the Final Design to meet the Magical Bridge Standards. <br />6.1.N. - Page 10