Agmt16 Magical Bridge Foundation

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circumstances listed below. Except as provided in section (ii) below, termination will be effective immediately upon notification. 1 . City decides to abandon or postpone the work or services contemplated by this Agreement. 2. Magical Bridge fails to transfer the "Playground Funds," as defined in Exhibit A, within nine (9) months of the Effective Date, subject to extension at City's reasonable discretion. 3. If Magical Bridge ceases to operate as a corporation or otherwise loses the ability to perform any of the Services. ii. Either Party may terminate this Agreement upon twenty (20) days prior written notice to the other if the other Party is in breach of any material provision of this Agreement and fails to cure such breach within such twenty (20) day period. B. Effects of Termination. i. Upon termination of this Agreement, Magical Bridge shall transfer to City all funds collected in support of the Project still in Magical Bridge's possession, less a processing fee of eight percent (8%) ("Remaining Funds"). Magical Bridge shall comply with all procedures in City's Donation, Sponsorship, and City-Related Foundations Grant Policy ("Donation Policy") in transferring these Funds to City. ii. After Magical Bridge transfers the Remaining Funds to City, City will have sole and exclusive responsibility for management of the Remaining Funds. The Remaining Funds shall be a "Restricted Donation," as defined in the Donation Policy. City shall use the Remaining Funds for the sole purpose of funding modifications to playgrounds to improve access for children with disabilities, or new playgrounds accessible to children with disabilities. iii. Within ten (10) days of termination Magical Bridge will assemble any work product due to City without charge, put it in order for proper filing and closing, and deliver it to City. iv. City shall only owe to Magical Bridge payments due prior to the effective date of termination, as defined in the schedule in Exhibit B. 5. Independent Contractor. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either Party the power to act as an agent or direct or control the day-to- day activities of the other. City will not make any federal or state tax withholdings on behalf of Magical Bridge or its agents, employees or subcontractors. City will not be required to pay any workers' ATTY/AGR/2016.252/MAGICAL BRIDGE PLAYGROUND REV: 09-08-16 MK Page 3 of 23