Agmt15 Shums Coda & Associates, Inc.

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on the amount or type of damages or compensation payable by or for Consultant under worker's compensation, disability or other employee benefit acts or the terms, applicability or limitations of any insurance held or provided by Consultant and shall continue to bind the parties after termination/completion of this Agreement. This indemnification shall be regardless of and not in any way limited by the insurance requirements of this Agreement. This indemnification is for the full period of time allowed by law and shall survive the termination of this Agreement. Consultant waives any and all rights to express or implied indemnity against the Indemnified Parties concerning any Liability of the Consultant arising out of or in connection with this Agreement or Consultant's failure to comply with any of the terms of this Agreement. Consultant's indemnification duty as set forth in this Section 10 shall not be excused because of the Consultant's inability to evaluate liability, or because the Consultant evaluates liability and determines that the Consultant is not or may not be liable. The Consultant must respond within thirty (30) calendar days to any tender by the City, unless the time for responding has been extended by an authorized representative of the City in writing. If the Consultant fails to timely accept such tender, in addition to any other remedies authorized by law, as much of the money due or that may become due to the Consultant under this Agreement as shall reasonably be considered necessary by the City may be retained by the City until disposition has been made of the matter subject to tender, or until the Consultant accepts the tender, whichever occurs first. Consultant agrees to fully reimburse all costs, including but not limited to attorney's fees and costs and fees of litigation incurred by the City in responding to matters prior to Consultant's acceptance of the tender. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a Claim for the purposes of this section. 11 . Insurance. Without limiting Consultant's indemnification provided herein, Consultant shall, at its own expense, obtain and maintain for the duration of the Agreement and any and all amendments, and shall require any subcontractors and subconsultants to the same extent to obtain and maintain, insurance that complies with the requirements set forth in Exhibit C to this Agreement, which is attached hereto and incorporated by this reference. Consultant shall upon thirty (30) days' notice comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City's risk manager. 12. Business License. Consultant shall obtain and maintain a City of Redwood City Business License for the term of this Agreement, as may be amended from time-to-time. 13. Maintenance of Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. ATTY/AGR/2016/AMENDMENTS/AMEND NO.1 SHUMS CODE & ASSOCIATES, INC. REV: 04-28-16 RL Page 5 of 19