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WED 07:2~ FA~ ~]008
<br />I1/2~/28~ 12;48 $~07~07~4~ RC ~UILPlN~
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<br /> Owner's successor or to enter into a new agreement with said successor. For pur~ses
<br /> of this paragraph, "change of ownemhip' shall include, but not be limited to, the transfer
<br /> of Participating Owner's controlling interest to any person, firm, partnership, corporation,
<br /> a~sociation, or off, er entity by sale, transfer of stock, or other reorganization.
<br /> 9. ~- Particil:mtin9 Owner Shall not ass~n, treeage, hypotheca~,
<br /> lien, encumber, or etherwise transfer t~is agreement or any interest therein without lbs express
<br /> prior w~en consent o~ City.
<br /> 10. ~)~l_~g.. participating Owner shell defend, protect, indemnify, and
<br /> hold harmless City, its C0uncil, boards, commissions, committees, officers, employees,
<br /> and agents (collectively, "lndemnitees") from and against any and all liability, losses,
<br /> damages, claims, demands, causes of action or actions (collectively, "Losses") arising
<br /> out of, or in any way cortrlected with, any failure to perform any obligation or duty of
<br /> Participating Owner hereunder or otherwise arising out of this agreement, except such
<br /> losses resulting From City's sole negligence or willful misconduct.. The duty of
<br /> participating Owner to indemnify Indarr~itees includes the duty to defend as set forth in
<br /> California Civil Code Section 2778.
<br /> 1t. ~.. Neither Participating Owner, nor its officers~ employees, agents, or
<br /> contractors ere, nor srtall they be ¢~c_-medl officers, employees, agents1 or contractors of
<br /> City in connection with the pedu,Tnance of participating Owner's obligations hereunder.
<br /> '12. ~. This agreement, and the respective dghts, duties, and
<br /> obligations of the parties hereunder shall be binding upon, and inure to the'benefit of,
<br /> their successors and assigns. Nothing in this paragraph contained shall be deemed
<br /> limitation uport the provisions of paragraph 8 (Change of Ownership) and paragraph
<br /> {Nonassignability) hereof.
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