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extent prohibited by law. The provisions of this section shall survive expiration or
termination of this Agreement and completion of the Event.
8. Marketing & Acknowledgment: The Foundation will ensure coordination of all public
announcements concerning the Event, and the marketing of the same, with the City’s
Department of Communications. The Foundation agrees to acknowledge the City's
contribution in all promotional materials and announcements related to the Event. City’s
logo and branding will appear in promotional materials and announcements where
approved by City.
9. Term: This Agreement shall commence upon full execution of this Agreement and shall
terminate upon the completion of the Event and the submission of the expenditure report
to the City, as set forth in Paragraph 3.
10. Breach: Each Party reserves all rights and remedies in the event of a material breach of
this Agreement by the other Party, provided that in the event of such a breach the non-
breaching Party shall provide the breaching Party written notice and a reasonable
opportunity to cure. Should Foundation commit a material breach of this Agreement, City
shall provide written notice of such breach (which notice may be via email). Should
Foundation fail to cure such breach within ten (10) business days of the notice, City may
cancel and terminate this Agreement and Foundation shall return all Grant funds not
already expended or obligated to non-refundable deposits.
11. Amendments: Any amendments to this Agreement must be in writing and signed by
both parties.
12. No joint venture: It is understood and agreed by the Parties that this Agreement does
not create or constitute a partnership or joint venture between the Parties.
13. Force Majeure: The Event will occur rain or shine. Notwithstanding the foregoing,
City and Foundation agree that neither shall be liable for any failure or delay in performing
its obligations under this Agreement if such failure or delay is due to causes beyond its
reasonable control, including, but not limited to, acts of God, fire, flood, earthquake,
hurricane, or other extreme weather events; war, terrorism, or civil unrest; riots or public
disorder; government orders, regulations, or actions; or strikes, lockouts, or other labor
disputes (a “Force Majeure Event”). Upon the occurrence of a Force Majeure event, the
affected Party shall (i) provide prompt written notice to the other Party, describing the
nature of the event and the expected duration; and (ii) use commercially reasonable efforts
to resume performance of its obligations as soon as practicable. If the Event is unable to
proceed as scheduled due to a Force Majeure Event, the Parties agree to discuss the
potential re-scheduling of the Event for a mutually agreed upon date prior to canceling the
Event and terminating this Agreement. Should the Parties be unable to agree upon a date,
the Event will be cancelled, Grant funds will be returned to City in accordance with
Paragraph 4, and this Agreement shall terminate.
14. Governing Law: This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia.
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