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Owner shall be exempt from the provisions of Sections 14.122 and 14.123 of the <br />Ordinance. <br /> <br /> 8. Change of Ownership. If, during the term hereof, Participating Owner <br />changes ownership, this agreement shall terminate and Participating Owner's <br />successor owner shall be deemed a non-Participating Owner under the Ordinance and <br />the exemption from the provisions of Sections 14.122 and 14.123 provided hereunder <br />shall be null and void. Nothing herein contained shall be deemed a limitation upon City <br />to approve an assignment or other transfer of interest hereunder to Participating <br />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. <br /> <br /> 9, Nonassirlnability_. Participating Owner shall not assign, mortgage, hypothecate, <br />lien, encumber, or otherwise transfer this agreement or any interest therein without the express <br />prior written consent of City. <br /> <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 /> <br />Agmt-322 <br />DES:rg <br />F/shared/shared/Redwood/Council <br />02/07/00; 03/06/00;03/17/00R;03/21/00 R <br /> <br /> <br />