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0 <br />6. INDEMNIFICATION: <br />To the maximum extent permitted by law and except to the extent caused by the sole negligence of the County, the City <br />shall indemnify and hold harmless the County, its officers, agents and employees, from and against any and all suits, <br />claims, actions, losses, costs, penalties and damages of whatsoever kind or nature arising out of, in connection with, or <br />incident to the use of County equipment by BPI for the City or relating to the quality or delivery of the City's biosolids. In <br />addition, the City shall assume the defense of the County and its officers and employees in all legal or claim proceedings <br />arising out of, in connection with, or incident to such goods and/or services; shall pay all defense expenses, including <br />reasonable attorney's fees, expert fees and costs incurred by the County on account of such litigation or claims, and shall <br />satisfy any judgment rendered in connection therewith or pay or reimburse the County's payment of any sums reasonable <br />to settle such litigation or claims. In the event of litigation between the parties to enforce the rights under this paragraph, <br />reasonable attorney fees shall be allowed to the prevailing party. This indemnification obligation shall include, but is not <br />limited to, all claims against the County by an employee or former employee of the City or its subcontractors, and as <br />respects the County only the City expressly waives all immunity and limitation on liability under any industrial insurance <br />act, including Title 51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any <br />jurisdiction which would otherwise be applicable in the case of such claim. <br />TERMINATION: <br />A. Convenience The County for its convenience may terminate this contract, in whole or in part, at any time by <br />written notice sent certified mail, return receipt requested, to the City. After receipt of a Notice of Termination, <br />and except as directed by the contract administrator and except as provided in 7.1). below, the City shall have 60 <br />days to stop utilizing the County biosolids application equipment. The County accepts no liability or costs <br />incurred by the City for such termination. <br />B. Non -Appropriation If expected or actual funding associated with the County's participation in activities <br />necessary to provide the County's biosolids application equipment to BPI, the County may, upon written notice <br />to the City, terminate this contract in whole or in part. Such termination shall be in addition to the County's rights <br />to terminate for convenience or default. <br />C. Default In addition to termination for convenience, if the City fails to comply with any provisions within this <br />Contract, the County may terminate this contract, in whole or in part, for default. Termination shall be effected <br />by serving a Notice of Termination by certified mail, return receipt requested, on the City setting forth the <br />manner in which the City is in default and the effective date of termination; provided, that the City shall have 30 <br />calendar days to cure the default. <br />D. Termination of BPI Contract #194846 If the County determines that it maybe forced to terminate its contract <br />with BPI for contractual non-compliance, the County will give the City as much notification as practical. This <br />notification may be less than 60 days. The County will work cooperatively with the City to find a replacement <br />contractor if biosolids application operations are underway. <br />49 <br />