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respects; provided, that so long as this agreement shall remain in effect and Participating Owner shall not be in default of any material provision hereof, Participating Owner shall be exempt from the provisions of Sections 14.122 and 14.123 of the Ordinance. 8. Change of Ownership. If, during the term hereof, Participating Owner changes ownership, this agreement shall terminate and Participating Owner's successor owner shall be deemed a non-Participating Owner under the Ordinance and the exemption from the provisions of Sections 14.122 and 14.123 provided hereunder shall be null and void. Nothing herein contained shall be deemed a limitation upon City to approve an assignment or other transfer of interest hereunder to Participating Owner's successor or to enter into a new agreement with said successor. For purposes of this paragraph, "change of ownership" shall include, but not be limited to, the transfer of Participating Owner's controlling interest to any person, firm, partnership, corporation, association, or other entity by sale, transfer of stock, or other reorganization. 9. Nonassic~nabilitv. Participating Owner shall not assign, mortgage, hypothecate, lien, encumber, or otherwise transfer this agreement or any interest therein without the express prior written consent of City. 10. Indemnification. Participating Owner shall defend, protect, indemnify, and hold harmless City, its Council, boards, commissions, committees, officers, employees, and agents (collectively, "lndemnitees") from and against any and all liability, losses, damages, claims, demands, causes of action or actions (collectively, "Losses") arising out of, or in any way connected with, any failure to perform any obligation or duty of Participating Owner hereunder or otherwise arising out of this agreement, except such losses resulting from City's sole negligence or willful misconduct. The duty of F:AttyCD/Agmt/Agmt-519 - code-enforce-contract-4/15 7