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8. Indemnification. Central shall bear all responsibility for its use of the Subject <br />Water provided under this Agreement, together with the costs associated therewith. To the <br />extent permitted by law Central shall defend, indemnify and hold harmless Longmont from and <br />against any and all damages, claims, losses, obligations, other costs, and other liabilities arising <br />out of Central's use of the Subject Water provided under this Agreement. Central does not waive <br />any right to Governmental Immunity by entering into this agreement. <br />9. Transfer and assign ent. This Agreement, and the right to use the Subject Water, <br />may not be transferred, assigned or otherwise conveyed by Central for any use other than as set <br />forth herein, without the prior written consent of Longmont. <br />10, Water Conservation. Central agrees to implement or continue reasonable Best <br />Management Practices C BW') for water conservation during the term of this Agreement. This <br />subparagraph shall not be construed to require any specific BMP, but shall broadly be held to <br />encourage reasonable, cost effective efforts to conserve water used by Central both under this <br />Agreement and for base water supplies used by Central. Examples of BMP's for agricultural <br />uses Include the conservation practices promoted by the Natural Resources Conservation <br />Service. Examples of BMP's for municipal or industrial uses include the conservation practices <br />promoted by the American Water Works -Association. Central's current BMP's are outlined in <br />the attached Exhibit B. <br />10.1 As an incentive to promote conservation efforts by Central, Longmont <br />may, hi its sole discretion, reimburse Central in any given water year up to 500/o of Central's <br />water conservation BMP's costs. This conservation incentive only applies to the fully <br />consumable water Identified in columns 1.1.1. and 1.1.2 of Exhibit A, and excludes Windy Gap <br />'Water . The amount of the reimbursement, if any, in any given water year shall not exceed 10% <br />of the annual rate charged to and paid by Central pursuant to this Agreement. The amount of the <br />incentive and the BMP's eligible for the incentive shall be determined by Longmont staff in their <br />sole discretion and the procedures and application processes for this subparagraph shall be as <br />outlined in the City's annual Water Supply and Drought Management Plan. <br />11. t i n. This instrument embodies the whole agreement of the Parties with <br />respect to the subject matter contained herein. This Agreement shall supersede all previous <br />communications, representations, or agreements, whether verbal or written, between the Parties <br />hereto. There shall be no modification of this Agreement nor waiver of any of its provisions <br />except upon mutual agreement of the Parties expressed in writing, oxecuted with the same <br />formalities as this instrument. <br />12. Default: remedies. A default shall be deemed to have occurred if either Party <br />breaches its obligations hereunder and fails to cure such breach within thirty (30) days of written <br />notice from the non- breaching Party specifying the breach. Waiver or failure to give notice of a <br />particular default or defaults shall not be construed as condoning or acquiescing to any <br />continuing or subsequent default. In addition to other legal remedies available to it, including <br />specific performance and damages, the non - breaching Party shall also have the right to cancel <br />this Agreement for noncompliance with any provision hereunder by giving written notice of <br />cancellation; provided that such Party has previously given the other Party written notice of such <br />noncompliance and the other Party has not cured such noncompliance. <br />Page 6 of 12 <br />