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E. Failure on the part of SBDC to procure or maintain policies providing the required
<br />coverages, conditions, and minimum limits shall constitute a material breach of contract upon which the
<br />City may immediately terminate the contract, or at its discretion may procure or renew any such policy or
<br />any extended reporting period thereto and may pay any and all premiums in connection therewith, and all
<br />monies so paid by the City shall be repaid by SBDC to the City upon demand, or the City may offset the
<br />cost of the premiums against any monies due to SBDC from the City.
<br />F. The parties hereto understand and agree that the City is relying on, and does not
<br />waive or intend 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, § 24-10-101 et seq.,
<br />C.R.S., as from time to time amended, or otherwise available to the City, its officers, or its employees.
<br />11. INDEMNITY. To the fullest extent permitted by law, SBDC agrees to indemnify and hold
<br />harmless the City, and its elected and appointed officers and its employees, from and against all liability,
<br />claims, and demands, on account of any injury, loss, or damage, which arise out of or are connected with
<br />the Services hereunder or SBDC's use of City facilities, if and to the extent such injury, loss, or damage is
<br />caused by the negligent act, omission, or other fault of SBDC or any subcontractor of SBDC, or any officer,
<br />employee, or agent of SBDC or of any subcontractor of SBDC, or any other person for whom SBDC is
<br />responsible. SBDC shall investigate, handle, respond to, and provide defense for and defend against any
<br />such liability, claims, and demands. SBDC shall further bear all other costs and expenses incurred by the
<br />City or SBDC and related to any such liability, claims and demands, including but not limited to court
<br />costs, expert witness fees and attorneys' fees if the court determines that these incurred costs and expenses
<br />are related to such negligent acts, errors, and omissions or other fault of SBDC. The City shall be entitled
<br />to its costs and attorneys' fees incurred in any action to enforce the provisions of this Section. SBDC's
<br />indemnification obligation shall not be construed to extend to any injury, loss, or damage which is caused
<br />by the act, omission, or other fault of the City.
<br />12. ENFORCEMENT. A. This Agreement shall be deemed entered into in Boulder County,
<br />Colorado, and shall be governed by and interpreted under the laws of the State of Colorado. Any action
<br />arising out of, in connection with, or relating to this Agreement shall be filed in the District Court of Boulder
<br />County of the State of Colorado, and in no other court.
<br />B. In the event that suit is brought upon this Agreement to enforce its terms, the
<br />prevailing party shall be entitled to its reasonable attorneys` fees and related court costs.
<br />13. COMPLIANCE WITH LAWS. SBDC shall perform all obligations under this Agreement
<br />in strict compliance with all federal, state, and City laws, rules, statutes, charter provisions, ordinances, and
<br />regulations applicable to the performance of the SBDC's services under this Agreement. SBDC,
<br />specifically, shall not discriminate against any person on the basis of age, ancestry, color, creed, sex, race,
<br />religion, national origin, disability, sexual orientation, gender status, or as otherwise prohibited by law.
<br />14. TERMINATION. A. This Agreement may be terminated by either party for material
<br />breach or default of this Agreement by the other party not caused by any action or omission of the other
<br />party by giving the other party written notice at least thirty (30) days in advance of the termination date.
<br />SBDC's discontinuance of or reduction in the Services set forth in Exhibit A shall constitute a material
<br />breach of this Agreement. Termination pursuant to this subsection shall not prevent either party from
<br />exercising any other legal remedies which may be available to it.
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