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Owner's successor or to enter into a new agreement with said successor. For purposes
<br />of this paragraph, "change of ownership" shall include, but not be limited to, the transfer
<br />of Participating Owner's controlling interest to any person, firm, partnership, corporation,
<br />association, or other entity by sale, transfer of stock, or other reorganization.
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<br /> 9. Nonassiflnability. Participating Owner shall not assign, mortgage, hypothecate,
<br />lien, encumber, or otherwise transfer this agreement or any interest therein without the express
<br />pdor written consent of City.
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<br /> 10. Indemnification. Participating Owner shall defend, protect, indemnify, and
<br />hold harmless City, its Council, 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 connected 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 Indemnitees includes the duty to defend as set forth in
<br />California Civil Code Section 2778.
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<br /> 11. Status. Neither Participating Owner, nor its officers, employees, agents, or
<br />contractors are, nor shall they be deemed, officers, employees, agents, or contractors of
<br />City in connection with the performance of Participating Owner's obligations hereunder.
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<br /> 12. Successors. This agreement, and the respective rights, 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 a
<br />limitation upon the provisions of paragraph 8 (Change of Ownership) and paragraph 9
<br />(Nonassignability) hereof.
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<br />F:Atty2001 Shared/Redwood/Council/Agmt/Agmt-519 8
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