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<br />10. Indemnification. Participating Owner shall defend, protect, indemnify, and <br /> <br />hold harmless City, its Council, boards, commissions, committees, officers, employees, <br /> <br />and agents (collectively, "Indemnitees") from and against any and all liability, losses, <br /> <br />damages, claims, demands, causes of action or actions (collectively, "Losses") arising <br /> <br />out of, or in any way connected with, any failure to perform any obligation or duty of <br /> <br />Participating Owner hereunder or otherwise arising out of this agreement, except such <br /> <br />losses resulting from City's sole negligence or willful misconduct. <br /> <br />The duty of <br /> <br />Participating Owner to indemnify Indemnitees includes the duty to defend as set forth in <br /> <br />California Civil Code Section 2778. <br /> <br />11. Status. Neither Participating Owner, nor its officers, employees, agents, or <br /> <br />contractors are, nor shall they be deemed, officers, employees, agents, or contractors of <br /> <br />City in connection with the performance of Participating Owner's obligations hereunder. <br /> <br />12. <br /> <br />Successors. <br /> <br />This agreement, and the respective rights, duties, and <br /> <br />obligations of the parties hereunder shall be binding upon, and inure to the benefit of, <br /> <br />their successors and assigns. Nothing in this paragraph contained shall be deemed a <br /> <br />limitation upon the provisions of paragraph 8 (Change of Ownership) and paragraph 9 <br /> <br />(Nonassignability) hereof. <br /> <br />13. Condition Precedent: Term. <br /> <br />(a) Condition Precedent. This agreement shall not become effective unless <br />and until City shall have entered into (i) the Retrieval Service Agreement with <br />Contractor and (ii) City's Ordinance No. 2186 entitled, "Ordinance Repealing <br />Ordinance VI of, and Adding Article VIII to, Chapter 14 of the Code of the City <br />of Redwood City Relating to Abatement of Abandoned Shopping Carts," <br />becomes effective. <br /> <br />(b) Term. The term of this agreement shall commence on J1/0íJ If) ;-001 <br />and expire on N¡J (/ /0 ;) 00 R ; provided that if City exercises any <br />right and option to extend the term of the Retrieval Service Agreement, the <br /> <br />Atty/Agr/Abandoned Shopping Cart Retrieval <br /> <br />8 <br /> <br />........--...""'" .-........-......-..---."........ --..,,' <br />