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SATISFY ALL TAX AND OTHER GOVERNMENTALLY IMPOSED RESPONSIBILITIES
<br />INCLUDING, BUT NOT LIMITED TO, PAYMENT OF STATE, FEDERAL AND SOCIAL
<br />SECURITY TAXES, UNEMPLOYMENT TAXES, WORKERS' COMPENSATION, AND SELF-
<br />EMPLOYMENT TAXES. NO STATE, FEDERAL OR LOCAL TAXES OF ANY KIND SHALL BE
<br />WITHHELD OR PAID BY THE CITY.
<br />III. General Provisions.
<br />A. City Code of Ethics. Contractor acknowledges the City's Code of Ethics identifies independent
<br />contractors who perform official actions on behalf of the City, which involve the use of
<br />discretionary authority, will not receive any gifts seeking to influence their official actions on
<br />behalf of the City, and City officers and employees similarly shall not receive such gifts.
<br />Contractor agrees to abide by the gift restrictions of the City's Code of Ethics.
<br />B. Compliance with Applicable Laws/Nondiscrimination.
<br />1. The Contractor will comply with all applicable federal, state, and local laws, including the
<br />ordinances, resolutions, rules, and regulations of the City including, without limitation,
<br />laws applicable to discrimination and unfair employment practices and to the
<br />origination of mortgage loans and other credit and lending activities. Contractor will
<br />provide all services hereunder in a manner consistent with all laws and requirements
<br />pertaining to civil rights, nondiscrimination and constitutionally protected classes and
<br />rights, applicable to the provision of municipal services to members of the public. The
<br />Contractor will solely be responsible for payment of all applicable taxes and for obtaining
<br />and keeping in force all applicable permits and approvals.
<br />C. Confidentiality. The Contractor hereby acknowledges and agrees to adhere to the
<br />Confidentiality policies and procedures outlined by the City in Exhibit C.
<br />D. Delegation. Contractor reserves the right to delegate all of its obligations, requirements, and
<br />performance standards for each Program covered by this Contract to one of its wholly -owned
<br />subsidiaries or a new wholly -owned subsidiary created. The delegation to a subsidiary entity
<br />will be determined by Contractor at the time of Program implementation and is determined
<br />by the type of City program, the program audience, and services and duties provided by
<br />Contractor. Contractor will provide written notice of any delegation to the City and outline the
<br />Contractor's subsidiary entity's work to be done toward the Scope of Services for each
<br />respective Program in Exhibit A. The term "Contractor" as used herein refers to Contractor or
<br />its designated subsidiary, as appropriate. The Contractor will not assign this Contract to any
<br />entity to which it holds less than a one hundred percent (100%) controlling interest without
<br />the City's prior written consent.
<br />E. Governmental Immunity Act. No term or condition of this Contract shall be construed or
<br />interpreted as a waiver, express or implied, of any of the notices, requirements, immunities,
<br />rights, benefits, protections, limitations of liability, and other provisions of the Colorado
<br />Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law.
<br />F. Indemnification. To the fullest extent permitted by law, the Contractor agrees to indemnify
<br />and hold 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 arise
<br />out of or are connected with the Services hereunder, if such injury, loss, or damage is caused
<br />by the negligent act, omission, or other fault of the Contractor or any subcontractor of the
<br />Contractor, or any officer, employee, or agent of the Contractor or any subcontractor, or any
<br />other person for whom Contractor is responsible; the disclosure of any confidential information
<br />not permitted by this Contract; or the misrepresentation or breach of any of Contractor's
<br />representations, warranties, or covenants contained in this Contract. The Contractor will
<br />investigate, handle, respond to, and provide defense for and defend against any such liability,
<br />claims, and demands. The Contractor will further bear all other costs and expenses incurred
<br />by the City or Contractor and related to any such liability, claims and demands, including but
<br />not limited to court costs, expert witness fees and attorneys' fees if the court determines these
<br />incurred costs and expenses are related to such negligent acts, errors, and omissions or other
<br />fault of the Contractor. The City shall be entitled to its costs and attorneys' fees incurred in
<br />any action to enforce the provisions of this Section. The Contractor's indemnification
<br />obligation will not be construed to extend to any injury, loss, or damage which is caused by
<br />the act, omission, or other fault of the City.
<br />Services Contract between
<br />Impact Development Fund and City of Louisville
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