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effect, and shall be subject to review and approval by the City. No required coverage shall
<br />be cancelled, terminated or materially changed until at least 30 days' prior written notice
<br />has been given to the City. The City reserves the right to request and receive a certified
<br />copy of any policy and any endorsement thereto.
<br />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 seq., 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
<br />To the fullest extent permitted by law, the Consultant agrees to indemnify and hold harmless the
<br />City, and its elected and appointed officers and its employees, from and against all liability, claims,
<br />and demands, on account of any injury, loss, or damage, which arise out of or are connected with
<br />the services hereunder, if and to the extent such injury, loss, or damage is caused by the negligent
<br />act, omission, or other fault of the Consultant or any subcontractor of the Consultant, or any
<br />officer, employee, or agent of the Consultant or any subcontractor, or any other person for whom
<br />Consultant is responsible. The Consultant shall investigate, handle, respond to, and provide
<br />defense for and defend against any such liability, claims, and demands. The Consultant shall
<br />further bear all other costs and expenses incurred by the City or Consultant and related to any
<br />such liability, claims and demands, including but not limited to court costs, expert witness fees
<br />and attorneys' fees if the court determines that these incurred costs and expenses are related to
<br />such 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 this
<br />Section 8.0. The Consultant's indemnification obligation shall not be construed to extend to any
<br />injury, loss, or damage which is caused by the act, omission, or other fault of the City.
<br />9.0 QUALITY OF WORK
<br />Consultant's professional services shall be in accordance with the prevailing standard of practice
<br />normally exercised in the performance of services of a similar nature in the Denver metropolitan
<br />area.
<br />10.0 INDEPENDENT CONTRACTOR
<br />It is the expressed intent of the parties that the Consultant is an independent contractor and
<br />not the agent, employee or servant of the City, and that:
<br />10.1. Consultant shall satisfy all tax and other governmentally imposed responsibilities including
<br />but not limited to, payment of state, federal, and social security taxes, unemployment
<br />taxes, worker's compensation and self-employment taxes. No state, federal or local taxes
<br />of any kind shall be withheld or paid by the City.
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