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4455 Connecticut Ave., NW, Suite B100 Washington, DC 20008 USA 202-659-0215 Copy to: John Chamberlain, Community Outreach Coordinator (Use the same KaBOOMI address as above) To Corporation: Ron Ono, Planning and Design Manager CITY OF SANTA ANA P.O. Box 1988 M-23 Santa Ana, CA, 92702 (714)571-4220 6.2. Counterparts. This Agreement may be executed by the parties in one or more counterparts which shall, in the aggregate, be signed by all parties and each counterpart shall be deemed an original instrument as against any party who has signed it. 6.3. Governing Law. The laws of the State of California, without reference to its choice of law provisions, shall govern the interpretation and/or legal effect hereunder and shall have jurisdiction over any dispute (including arbitration) arising out of or under the terms of this Agreement. 6.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective affiliates, successor, and personal representatives of the parties to this Agreement, except to the extent of any contrary provision in this Agreement. 6.5. Severability. This Agreement shall be construed to be in accordance with federal and state statutes. If any provision of this Agreement, or any portion thereof, is found to be invalid, illegal, or unenforceable, under any applicable statute or rule of law, then such provision or portion thereof shall be deemed omitted, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 6.6. Complete Agreement. This Agreement, when executed by the duly authorized representatives of each party shall be the entire agreement between the parties as to the subject matter stated herein and supersedes and replaces any and all previous agreements and all amendments thereto. 6.7. Assignment. This Agreement may not be assigned, delegated or transferred by either party without the prior written consent of the other party hereto. 6.8, Force Majeure. If either of the parties hereto is delayed or prevented from fulfilling any of its obligations under this Agreement by Force Majeure, said party shall not be liable under this Agreement for said delay or failure. "Force Majeure" means any cause beyond the reasonable control of a party, including, but not limited to acts of God, acts of omission of civil or military authorities of a state or nation, fire, strike, flood, riot, act of terrorism, war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities. Either party, however, may terminate this Agreement if the other is unable to perform any obligation under the Agreement for a period longer than ten (10) calendar days due to such a force majeure event. In the event of any such termination, KaBOOM! shall refund to the Community Partner any monies paid to KaBOOM!, less expenses already committed to and/or incurred prior to the date of termination. If, upon termination as provided herein, the sum due KaBOOM! by Community Partner, exceeds the sum paid to KaBOOM! hereunder, Community Partner agrees to pay KaBOOM! for any such additional sum due upon presentation of appropriate documentation within 30 days of invoice. Page 6 of 8