Amendment and Restate Agreement - Add & Utilize Properties Community Tree Nursery Collaboration - TABLED

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Section 4. CCI Duties. CCI shall provide ongoing volunteer services to VPA to assist with the establishment of the distributed urban native tree nurseries on the Properties. Further, CCI shall use its best efforts to provide VPA with financial support to offset the ongoing maintenance fees associated with the distributed urban native tree nurseries. Section 5. Term. This Agreement shall terminate upon its own terms no later than five (5) years after execution and may be renewed upon written agreement by all parties hereto. a.Properties listed under Schedule I of Exhibit A, coverage under this Agreement will terminate on April 11, 2022. The Parties by mutual written agreement may extend the term of coverage for three (3) additional five (5)-year periods. b. Properties listed under Schedule II of Exhibit A, coverage under this this Agreement will terminate on July 24, 2023. The Parties by mutual written agreement may extend the term of coverage for three (3) additional five (5) year periods. c.For properties listed under Schedule III of Exhibit A, coverage under this Agreement will terminate on August 19, 2024. The Parties by mutual written agreement may extend the term of coverage for three (3) additional five (5) year periods. d.For properties listed under Schedule IV of Exhibit A, coverage under this Agreement will terminate on November __, 2026. The Parties by mutual written agreement may extend the term of coverage for three (3) additional five (5) year periods. Section 6. Assignment; Successors. The parties shall not assign or subcontract the whole or any part of this Agreement without the prior written consent of the other parties. Section 7. Changes in Scope of Services. The parties understand and agree that the scope of services delineated in this Agreement are limited to the Properties and the establishment of a tree nursery. Any changes thereto must be authorized in writing by all parties hereto. Section 8. Governing Law; Compliance with Laws. This Agreement shall be construed and interpreted according to the laws of the State of Indiana. The parties hereto agree to comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby are hereby incorporated herein by reference. Section 9. Relationship/Independent Contractor. All parties, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one party shall not be deemed or construed to be the employee(s) or agent(s) of any other party for any purpose whatsoever. Section 10. Indemnification. CCI agree to defend, indemnify and hold VPA and its respective officers, agents, directors and employees harmless from any and all claims stemming from or related to the volunteer work performed or managed by CCI and performed on the Prope1iies. This provision shall survive the termination of this Agreement.