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<br /> WANER OF CLAIMS AND INDEMNIFICATION AGREEMENT
<br /> Between METROPOLITAN TRANSPORTATION COMMISSION
<br /> And CITY OF REDWOOD CITY
<br /> THIS AGREEMENT is made and entered into as of the 28th day of March, 2005,by and between the �
<br /> Metropolitan Transportation Commission, a regional transportation planning agency established pursuant to California
<br /> Government Code § 66500 et seq., (herein called "MTC"), and the City of Redwood City(herein called"AGENCY").
<br /> � WITNESSETH
<br /> WHEREAS,MTC has entered into a technical services agreement with several consulting firms (herein called
<br /> "the Consultants"), under which the firms will provide assistance to various Bay Area agencies under the Traffic
<br /> Engineering Technical Assistance Program(herein called"the Project"); and
<br /> WHEREAS, AGENCY is participating in the Project by receiving assistance from one of the Consultants(herein
<br /> called"the Consultant");
<br /> WHEREAS,the parties wish to define AGENCY's obligations to MTC respecting waiver of claims and
<br /> indemnity;
<br /> NOW, THEREFORE,the parties hereto agree as follows:
<br /> 1.0 WANER OF CLAIMS AGAINST MTC
<br /> AGENCY waives all claims by AGENCY, its directors, supervisors, officers, employees, or agents against MTC,
<br /> its commissioners, officers, and/or employees for damages, loss, injury and/or liability, direct or indirect,resulting from
<br /> AGENCY's participation in the Project and/or the services provided to AGENCY by the Consultant under contract to
<br /> MTC. AGENCY's waiver shall not apply to liability arising from and caused by the adjudicated or admitted negligence
<br /> or willful misconduct of MTC, its commissioners, officers, and/or employees.
<br /> 2.0 INDEMNIFICATION AND DEFENSE
<br /> AGENCY agrees to indemnify,hold harmless and defend MTC, its commissioners, officers, and employees fro��.
<br /> any and all third party claims, demands, lawsuits, liability, loss, damages, injury and/or liability, direct or indirect
<br /> (including any and all costs and expenses in connection therewith),resulting from or in connection with provision of
<br /> services to AGENCY by the Consultant under contract with MTC,to the extent such claims, demands, etc. are not
<br /> covered by the Consultant's indemnification of MTC in the Consultant's contract with MTC. AGENCY's
<br /> indemnification obligation shall not apply to liability arising from and caused by the adjudicated or admitted negligence
<br /> or willful misconduct of MTC, its commissioners, officers, agents, and employees.
<br /> IN WIT'NESS WHEREOF, this agreement has been executed by the parties hereto as of the date first written
<br /> above.
<br /> METROPOLITAN TRANSPORTATION CITY OF REDWOOD CITY
<br /> COMMISSION
<br /> Steve Heminger, Executive Director Ed Everett, City Manager
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