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<br />3 G- -2L) <br /> <br />9. Nonassianability. Participating Owner shall not assign, mortgage, hypothecate, <br /> <br />lien, encumber, or otherwise transfer this agreement or any interest therein without the express <br /> <br />prior written consent of City. <br /> <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 />(Non assignability) hereof. <br /> <br />13. Condition Precedent: Term. (a) Condition Precedent. This agreement shall <br /> <br />not become effective unless and until City shall have entered into (i) the Retrieval <br /> <br />Service Agreement with Contractor and (ii) agreements substantially similar to this <br /> <br />8 <br /> <br />Agmt-322 <br />DES:rg <br />F 1 sharedlsharedIRedwood/Counci I <br />02/07/00 <br /> <br />..,........... """""'T" <br />