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1. Participation By City In The Nursery Pilot As further described in Exhibit "A," City will participate with MNWD, MWD, CNPS, and TOLN in the development of marketing materials, nursery and video training materials, and the development and testing of an online nursery portal and training module built within Calscape.org. City's participation will also include working with nurseries in City's service area to implement the Pilot Materials once the deliverables have been completed. City will engage its local nurseries, invite them to participate in the pilot program, and provide participating nurseries with materials (e.g. web training, plant lists, point -of -sale signage) produced through the Nursery Pilot. City will cross -promote participating nurseries in the Nursery Pilot and also help market and promote the availability of California native plant stock at participating nurseries from Fall 2019 through Spring 2020. Finally, City will participate in a final meeting at the end of the Nursery Pilot to provide feedback and input on program performance. 2. Effective Date/Term/Termination This MOU shall be effective on the date of full execution of this MOU by both Parties ("Effective Date"). The term of this MOU shall be from the Effective Date and shall expire on June 30, 2020. Either Party may terminate this MOU at anytime, with or without cause, upon 10 days prior written notice to the other Party. 3. Incorporation of Recitals The Recitals are incorporated herein and made an operative part of this MOU. 4. Indemnification Each Party ("Indemnitor") hereby agrees to defend, indemnify and hold harmless the other Party ("Indemnitee") from and against any and all liability, expense and claims for damages arising from Indemnitor's activities under this MOU, except to the extent arising from the Indemnitee's own negligence or willful misconduct. 5. Insurance The Parties shall provide and maintain insurance coverage in the types and amounts as commonly required for performance of their respective activities under this MOU. For example, and not by way of limitation, the following types of insurance may be required: general liability insurance; automobile liability insurance; and workers compensation insurance.