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

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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. The Properties shall be subject to the terms of this Agreement until the expiry dates set forth in their respective schedules as set forth on Exhibit A. The parties may agree to extend the applicability of this Agreement to the Properties contained in any schedule by a signed written amendment to this Agreement for up to three (3) additional five (5)-year periods from the date of termination for that schedule. This Agreement shall terminate on a date that is five (5) years from the Effective Date or upon the expiration date of the last renewal, whichever is later. a. Access to Properties listed under Schedule I of Exhibit A will terminate on April 11, 2027. b. Access to Properties listed under Schedule II of Exhibit A will terminate on July 24, 2023. c. Access to Properties listed under Schedule III of Exhibit A will terminate on August 19, 2024. d. Access to Properties listed under Schedule IV of Exhibit A will terminate on December 14, 2026. Section 6. Assignment; Subcontractors. 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 agrees to defend, indemnify and hold the City, including VPA, Public Works, and Redevelopment Commission, and their respective officers, agents, directors, and employees harmless from any and all claims arising from or related to the volunteer work performed or managed by CCI and performed on the Properties. In addition, CCI will maintain commercial general liability insurance coverage in the minimum amount of at least $1,000,000 per occurrence and will designate the City, including VPA, Public Works, and Redevelopment Commission, as additional insureds under any such policy of insurance. This provision shall survive the termination of this Agreement.