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7.3 Certificates of insurance shall be provided by the Consultant as evidence that policies
<br />providing the required coverages, conditions, and minimum limits are in full force and
<br />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 />7.6 Neither party shall be liable for any consequential, indirect, special, incidental, or
<br />exemplary, or punitive damages, including loss of profits, whether based in contract or tort
<br />or any other theory, even if a party has been advised of the possibility of such damages.
<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 officer,
<br />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 such
<br />liability, claims and demands, including but not limited to court costs, expert witness fees and
<br />attorneys' 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. Notwithstanding the
<br />foregoing, Consultant's duty to defend, indemnify and hold harmless the City, and its elected and
<br />appointed officials and employees as set forth in this section shall only arise upon determination,
<br />by adjudication, alternative dispute resolution, or mutual agreement between Consultant and the
<br />City, of the Consultant's liability or fault. The City shall be entitled to its costs and attorneys' fees
<br />incurred in any action to enforce the provisions of this Section 8.0. The Consultant's
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