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DocuSign Envelope ID: 23F49D2C-BE92-403F-B5DF-38B902B3BD63
<br />is hereby acknowledged, the Parties agree as follows:
<br />1. Incorporation into IGA: The Details Summary and Exhibit A are incorporated into this IGA
<br />by reference.
<br />2. Services to be Performed: The County will provide the services described in Exhibit A
<br />(the "Services"). County will perform the Services (a) at its own cost and expense, (b) in
<br />accordance with recognized industry standards of care, skill and diligence for the type of work
<br />being performed, and (c) in strict accordance with the IGA.
<br />3. Term of IGA: The Term begins on the Start Date and expires on the Expiration Date,
<br />unless terminated earlier pursuant to Section 8 hereof.
<br />4. Payment for Services: In consideration of the Services performed by County, and subject
<br />to conditions contained in this IGA, the City will pay an amount not to exceed the IGA Amount to
<br />County in accordance with the Exhibit A.
<br />5. Liability: Each Party agrees to be responsible for its own actions or omissions, and those
<br />of its officers, agents and employees in the performance or failure to perform work under this IGA.
<br />By agreeing to this provision, neither Party waives or intends to waive, as to each other and as to
<br />any person not a party to the IGA, the limitations on liability, immunities, rights and protections
<br />that are provided to the Parties under the Colorado Governmental Immunity Act, C.R.S. § 24-10-
<br />101, et seq., as amended.
<br />6. Nondiscrimination: County will comply with the Colorado Anti -Discrimination Act, C.R.S.
<br />§ 24-34-401, et seq., as amended, and all applicable local, State and Federal laws concerning
<br />discrimination and unfair employment practices. The Parties prohibit unlawful discrimination on
<br />the basis of race, color, religion, creed, gender, gender identity, national origin, ancestry, age,
<br />disability, socio-economic status, sexual orientation, genetic information, or any other status
<br />protected by applicable Federal, State or local law. County must require that its subcontractors, if
<br />any, similarly comply with all applicable laws concerning discrimination and unfair employment
<br />practices.
<br />7. Independent Contractor: County is an independent contractor for all purposes in
<br />performing the Services. None of County's employees, agents, personnel or subcontractors are
<br />employees of the City for any purpose, including the Federal Insurance Contribution Act, the
<br />Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue
<br />Code, the Colorado Workers' Compensation Act, the Colorado Unemployment Insurance Act,
<br />and the Public Employees Retirement Association. Accordingly, the City will not withhold or pay
<br />any income tax, payroll tax, or retirement contribution of any kind on behalf of County or County's
<br />employees. As an independent contractor, County is responsible for employing and directing such
<br />personnel and agents as it requires to perform the Services. County will exercise complete
<br />authority over its personnel and agents and will be fully responsible for their actions.
<br />8. Termination
<br />a. Breach: Either Party's failure to perform any of its material obligations under this
<br />IGA, in whole or in part or in a timely or satisfactory manner, will be a breach. The institution of
<br />proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against either
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<br />IGA — City of Louisville for Co -responder Services (apg 1.22.24)
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