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7.4 Failure on the part of the Consultant to procure or maintain policies providing the required
<br />coverages, conditions, and minimum limits shall constitute a material breach of contract
<br />upon which the City may immediately terminate this Agreement, or at its discretion may
<br />procure or renew any such policy or any extended reporting period thereto and may pay
<br />any and all premiums in connection therewith, and all monies so paid by the City shall be
<br />repaid by Consultant to the City upon demand, or the City may offset the cost of the
<br />premiums against any monies due to Consultant from the City.
<br />7.5 The parties understand and agree that the City is relying on, and does not waive or intend
<br />to waive by any provision of this Agreement, the monetary limitations or any other rights,
<br />immunities, and protections provided by the Colorado Governmental Immunity Act, § 24-
<br />10-101 et seg., C.R.S., as from time to time amended, or otherwise available to the City,
<br />its officers, or its employees.
<br />8.0 INDEMNIFICATION; LIMITATION OF REMEDIES
<br />8.1 To the fullest extent permitted by law, the Consultant agrees to indemnify and hold
<br />harmless the City, and its elected and appointed officers and its employees, from and
<br />against all liability, claims, and demands, on account of any injury, loss, or damage, which
<br />arise out of or are connected with the services hereunder, if and to the extent such injury,
<br />loss, or damage is caused by the negligent act, omission, or other fault of the Consultant or
<br />any subcontractor of the Consultant, or any officer, employee, or agent of the Consultant
<br />or any subcontractor, or any other person for whom Consultant is responsible. The
<br />Consultant shall investigate, handle, respond to, and provide defense for and defend against
<br />any such liability, claims, and demands. The Consultant shall further bear all other costs
<br />and expenses incurred by the City or Consultant and related to any such liability, claims
<br />and demands, including but not limited to court costs, expert witness fees and attorneys'
<br />fees if the court determines that these incurred costs and expenses are related to such
<br />negligent acts, errors, and omissions or other fault of the Consultant. The City shall be
<br />entitled to its costs and attorneys' fees incurred in any action to enforce the provisions of
<br />this Section 8.1. The Consultant's indemnification obligation shall not be construed to
<br />extend to any injury, loss, or damage which is caused by the act, omission, or other fault
<br />of the City.
<br />8.2 In no event shall either party be liable for any (1) lost profits, lost business opportunity, or
<br />lost data, unless directly arising out of a breach of this Agreement, or (2) consequential,
<br />special, incidental, exemplary or punitive damages, delays or interruptions arising out of
<br />or related to this Agreement even if the other party has been advised of the possibility of
<br />such damages.
<br />Each party recognizes and agrees that the remedy limitations in this Agreement are material
<br />bargained for bases of this Agreement and that they have been taken into account and
<br />reflected in determining the consideration to be given by each party under this Agreement
<br />and in the decision by each party to enter into this Agreement.
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