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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 te.~rm of this agreeme_nt shall commence on///~'/.~ ~- <br /> and expire on ,,~,/v'~ ,/~ ~,¢~4)/~Z ; provided that if City exercises any <br /> right and option to extend the term of the Retrieval Service Agreement, the <br /> term of this agreement shall expire upon the expiration of the extended term <br /> of the Retrieval Services Agreement. Notwithstanding the foregoing, if the <br /> Retrieval Service Agreement is terminated prior to the expiration of its initial or <br /> any extended term, as the case may be, this agreement shall terminate and <br /> Participating Owner shall thereupon be deemed a non-Participating Owner <br /> under the Ordinance, and the exemptions from the provisions of Sections <br /> 14.122 and 14.123 of the Ordinance provided hereunder shall likewise <br /> <br />F:AttyC D/Ag mtJAgmt-519 8 <br /> <br /> <br />