KaBOOM! Inc. – Dr Pepper Snapple Group Imagination Playground in a Box Grant Program

Grantee Letter of Agreement <ORGANIZATION> ("Grantee") hereby is awarded one Imagination Playground in a Box to offer children opportunities for open-minded, free play (the "IP in a Box") by KaBOOM!, Inc. ("KaBOOM!") and Dr Pepper Snapple Group (“DPS”), in accordance with the terms and subject to the conditions stated in this Letter of Agreement. Failing to comply with any of the requirements stated in this Letter of Agreement or providing false information may result in forfeiture of this grant and require Grantee to return the IP in a Box to KaBOOM! at the expense of the Grantee.

I. Scope of Project

A. Grantee agrees to accept delivery of the IP in a Box by <DATE> (the "Grant Date"). B. Grantee shall assess, in cooperation with KaBOOM!, any necessary site preparations that may

need to take place to receive IP in a Box and have any such site preparations completed before delivery of the IP in a Box. Site preparations could include, but are not limited to, a concrete pad, sidewalks and sand/water elements.

C. Grantee shall have all necessary equipment (which may include forklift or pallet jack) available upon delivery of the IP in a Box.

D. Grantee shall develop and implement a Play Associate program and commits to having a minimum of one Play Associate present with the children whenever the IP in a Box is open for play (specific number, which may be greater than one, of Play Associates required to be determined by the CP and site specific requirements).

E. Grantee shall cause Play Associates to complete training through a web-based training program provided by Imagination Playground, LLC, at no cost, in connection with the IP in a Box (the "Play Associate Training").

F. Grantee shall maintain a roster of at least three trained Play Associates at all times on staff or through a volunteer program and have criminal background checks completed on individuals identified to be Play Associates. Grantee shall provide the results of such criminal background checks to KaBOOM! upon KaBOOM!'s written request.

G. Grantee shall develop and implement a maintenance plan appropriate to the site and usage that will include regular and specified safety checks of the physical space and of the loose and found parts.

H. Grantee must have the playspace fully staffed by the Play Associates and operational within 30 days of delivery of IP in a Box.

I. Work with KaBOOM! to establish a timeline related to delivery of IP in a Box and fulfillment of obligations in Section 2 below.

II. Ongoing Participation of the Grantee During the Grant Period

A. Grantee agrees to meet the timelines established for the submission and/or completion of the following key project benchmarks. In the case of submissions of reports or documents, they should be sent to the KaBOOM! Grants Manager. Failure to submit any such report by the appointed deadline may result in forfeiture of the grant.

B. Grantee must sign this Letter of Agreement by <DATE>. C. At least 4 weeks prior to the Grant Date, Grantee shall:

1. submit the names and contact information for at least three Play Associates; 2. submit a staffing and support plan that demonstrates participating children will have

consistent, reliable and professional Play Associates available to them at the IP in a Box playspace site; and

3. submit an ongoing maintenance plan detailing how the playspace will be maintained, who will conduct the maintenance, and how the maintenance plan will be funded.

D. At least three Play Associates must be trained through the Play Associate Training within two weeks of delivery of IP in a Box (the IP in a Box can not be used until the Play Associates are trained).

E. Within 30 days of the delivery of the IP in a Box Grantee shall submit Grantee Completion Report. This report shall include a project summary, photographs, and media stories that document the project’s progress and execution. KaBOOM! will provide a format for this report.

F. The grantee shall: 1. Have all Play Associates participate on KaBOOM! online forum and be available to

receive supplemental materials. 2. Add its current playspace to the KaBOOM! Playspace Finder with at least one photo.

3. Agree to submit a follow up report to KaBOOM! detailing the impact IP in a Box is having on the participating children in its community 90 days after delivery of the IP in a Box.

4. Grantee shall retain ownership of the IP in a Box for a minimum of one year from the Grant Date. In furtherance of the foregoing, in the event IP in a Box no longer is permitted for any reason to be located at its original site or such site is no longer controlled by the grantee for any reason, then the grantee promptly shall notify KaBOOM! following its becoming aware of such situation and shall, at the grantee’s sole cost and expense, take such steps as may be necessary to promptly and safely relocate IP in a Box (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 IP in a Box available to children in the same manner contemplated as of the grant and maintain (or permit the grantee to maintain) such Imagination Playground in a Box in accordance with the maintenance program.

III. Partner Recognition

A. Grantee must use preapproved media release templates. Any other forms that mention KaBOOM! and DPS, such as newsletters, web stories, or other promotional materials, is subject to review and written approval by KaBOOM! and DPS.

IV. Publicity

A. Grantee consents to the use of Grantee's and the playspace’s name for advertising and publicity purposes by KaBOOM! and Dr Pepper Snapple in commerce and in any and all media worldwide without limitation, additional compensation, or consent except where prohibited by law.

V. Insurance Requirements

A. Grantee warrants that the organization has, and will maintain for so long as it retains ownership of the IP in a Box, Commercial and General Liability insurance providing coverage against liability for bodily injury, death and property damage that may rise out of or be based upon the use of the playspace; and Worker’s Compensation insurance policies, in amounts not less than one million dollars ($1,000,000).

B. Grantee acknowledges that neither KaBOOM!, DPS, nor their respective officers, directors, employees, or agents are in any way responsible or liable for action, inaction or negligence of the grant.

VI. Indemnification

A. By accepting the Grant, the Grantee acknowledges that neither KaBOOM! nor DPS nor their respective subsidiaries and affiliates, and their officers, directors, employees or agents shall be liable for any acts, omissions, injuries, errors or damages, whether direct, indirect, incidental or consequential, associated with the use of the Grant funds or the Grant sponsored project. The Grantee irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless KaBOOM!, DPS and its subsidiaries, and their respective officers, directors, employees and agents, from and against any and all claims, liabilities, losses, damages (including incidental, consequential, special and punitive damages) and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly, or partially arising from or in connection with any act or omission of the Grantee, its employees, or agents, in applying for or accepting the Grant, in expending or applying funds furnished pursuant to the Grant or in carrying out the Grant sponsored project, except to the extent that such claims, liabilities, losses, damages or expenses arise from or in connection with any willful misconduct of KaBOOM!, DPS, their respective subsidiaries and affiliates, and their respective officers, directors, employees or agents.

VII. General

A. KaBOOM! has the sole right, at its discretion, to waive or postpone any deadline or requirement stipulated in this Letter of Agreement. Grantee agrees that Dr Pepper Snapple is an intended third party beneficiary of this Letter of Agreement.

I have read and attest that my organization is willing to comply with the KaBOOM! Inc. and DPS. Imagination Playground in a Box Grantee program in accordance with the terms set forth in this Letter of Agreement. Please return a signed copy of this Letter of Agreement to: ATTN: Grant Manager, KaBOOM!, Inc., 4455 Connecticut Avenue, Suite B100, Washington, DC 20008.

___________________________________________ _________ _____________________________________ Authorized Signature for Grantee Date Printed Name

___________________________________________________ _______________________________________ Name of Grantee Organization Job Title

______________________________ __________________________ _________________________________ Phone Number Fax Number E-Mail Address

___________________________________________________________________________________________ Mailing Address City State Zip __________________________________________ _______________________________________________________ Federal ID # Non-profit Status (e.g. 501(c)(3))

____________________________ ________ ____________________________ KaBOOM! CFO Date George T. Megas

KaBOOM! 4455 Connecticut Ave., NW Suite B100 Washington, DC 20008 202.659.0215 fax: 202.659.0210