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CONTRACT ISSUES <br />We have carefully reviewed the sample Consultant Agreement attached to the City's Request for <br />Proposal and respectfully request the City consider the following modifications: <br />1. Agreement: Item 8: Indemnification <br />Tetra Tech: Request revision of the following sentence, "Consultant agrees to rdefend and shall <br />indemnify and hold harmless the City, its officers,, employees, contractors, special counsel, <br />and representatives from liability: (1) for personal injury, damages, just compensation, restitution, <br />judicial or equitable relief arising out of claims for personal injury, including death, and claims for <br />property damage, to the extent caused by which may arise frnm the negligent operations of the <br />Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which <br />relates to the services described in section 1 of this Agreement; and 21 frnm any maim that <br />of the terms of or effects a sing frnm this Agreement. This indemnity and hold harmless agreement <br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, <br />or alleged to have been suffered, by reason of the events referred to in this Section <br />a sing from this Agreengent. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's <br />services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the <br />extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the <br />negligence, recklessness, or willful misconduct of the Consultant." <br />2. Agreement: Item 16: Termination <br />Tetra Tech: Request addition of the following sentence, ""The Consultant may terminate services <br />on the Proiect upon seven (7) days written notice in the event of substantial failure by the <br />City to fulfill its obli_pations of the terms hereunder. Consultant shall submit an invoice for <br />services performed up to the effective date of termination and the City shall pay Consultant <br />all outstanding invoices, together with all costs arising out of such termination, within <br />fourteen (14) days. The City may withhold an amount for services that may be in dispute <br />provided that the City furnishes a written notice of the basis for their dispute and that the <br />amount withheld represents a reasonable value." <br />TETRA TECH <br />Page118 <br />