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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. <br /> <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. <br /> <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. <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 <br /> ~,._?~_ ~ Z~o~ and expire on ,.~'J~v~ zo ~,7 i provided that if <br /> City exercises any right and option to extend the t~rm of the Retrieval Service <br /> Agreement, the term of this agreement shall expire upon the expiration of the <br /> extended term of the Retrieval Services Agreement. Notwithstanding the <br /> foregoing, if the Retrieval Service Agreement is terminated prior to the <br /> expiration of its initial or any extended term, as the case may be, this <br /> agreement shall terminate and Participating Owner shall thereupon be <br /> deemed a non-Participating Owner under the Ordinance, and the exemptions <br /> from the provisions of Sections 14.122 and 14.123 of the Ordinance provided <br /> <br /> F:A~CD/Agmt/Agmt-519 - c0de-enf0rce-c0ntract-4/15 ~ <br /> <br /> <br />