Agmt13 Aquatic Environments, Inc. Indemnity Agreement

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s �. , ��IGit��. . INDEMNITY AGREEMENT THIS INDENIl�tITY AGREEMENT ("Agreement") is dated Apri1�=F' 2013, and is by and between the City of Redwood City (the "City"), and Aquatic Environments, Inc., a California corporation ("Contractor"). The City and Contractor shall be referred to herein collectively as the "Parties." RECITALS A. On or about C . 20��Contractor and the City entered into a construction contract with respect to the Ci 's elmont Slough Maintenance Dredging Project(the"Project"). B. Contractor has satisfactorily completed all contract obligations with respect to the Project. C. The Foundation for Fair Contracting ("FFC") has alleged that working have been misclassified in certified payrolls submitted to the City regarding the Project. D. The CiTy cunently has $ ;,> `�� 3y in retention that is due and owing under the contract far the Project ("Retained Fund "), and there are no other funds due and owing to Contractor by the City for the Project. E. Contractor requests that the City release to Contractor the Retained Funds that are due and owing on account of work performed on the Project. F. To accomplish the objective of this Agreement,the City and Contractor agree as follows in order to enable the City to release said funds to Contractor without risk of incurring the costs of defense and indemnity should the FFC assert claims and/or commence litigation against the City for funds that have been paid to Contractor. NOW THEREFORE, for valuable consideration, including, without limitation, the mutual covenants and conditions set forth in this Agreement,the parties agree as follows: AGREEMENT 1. The above recitals are not mere recitals but are terms of this Agreement. 2. Within thirty (30} calendar days following the date of this Agreement, the City shall release to Contractor the Retained Funds. 3. In consideration for City's releas� of the Retained Funds, Contractor agrees to defend, indemnify, and hold the City and its officers, officials, agents and employees harmless from and against any and all pending and/or future claims, demands, disputes, controversies, liabilities, damages, defaults, and/or legal actions, whether in law or in eyuity or in tort or contract, asserted against the City and/or its officers, officials, agents and employees by the FFC that in any way ATTY/AGR/2013.058JAQUATIC ENVIRONMENTS INDEMNITY AGREEMENT REV:04-24-13 VR Page 1 of 2