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6.1 B
<br /> Page 3
<br /> WAIVER OF CLAIMS AND INDEMNIFICATION AGREEMENT
<br /> Between METROPOLITAN TRANSPORTATION COMMISSION
<br /> And REDWOOD CITY
<br /> THIS AGREEMENT is made and entered into as of the day of 2010,by and between
<br /> the Metropolitan Transportation Commission,a regional transportation planning agency established pursuant to California
<br /> Government Code§ 66500 et seq.,(herein called"MTC"),and City of Redwood City(herein called"CITY").
<br /> WITNESSETH
<br /> WHEREAS,MTC has entered or will enter into technical services agreements with several consulting firms
<br /> (herein called"the Consultants"),under which the firms will provide assistance to various Bay Area jurisdictions in the
<br /> retiming of traffic signals in those cities(herein called"the Project"); and
<br /> WHEREAS,CITY is participating in the Project by receiving assistance from one or more of the Consultants
<br /> (herein called"the Consultant");and
<br /> WHEREAS,the parties wish to define CITY's obligations to MTC respecting waiver of claims and indemnity;
<br /> NOW,THEREFORE,the parties hereto agree as follows:
<br /> 1.0 WAIVER OF CLAIMS AGAINST MTC
<br /> CITY waives all claims by CITY,its directors,supervisors,officers,employees,or agents against MTC,its
<br /> commissioners,officers,and/or employees for damages,loss, injury and/or liability,direct or indirect,resulting from
<br /> CITY's participation in the Project and/or the services provided to CITY by the Consultant under contract to MTC.
<br /> CITY's waiver shall not apply to liability arising from and caused by the gross negligence, sole negligence or willful
<br /> misconduct of MTC, its commissioners, officers,and/or employees.
<br /> 2.0 INDEMNIFICATION AND DEFENSE
<br /> CITY agrees to indemnify,hold harmless and defend MTC,its commissioners,officers,and employees from any
<br /> and all third party claims,demands, lawsuits,liability,loss,damages, injury and/or liability,direct or indirect(including
<br /> any and all costs and expenses in connection therewith),resulting from or in connection with provision of services to
<br /> CITY by the Consultant under contract with MTC,to the extent such claims,demands,etc. are not covered by the
<br /> Consultant's indemnification of MTC in the Consultant's contract with MTC. CITY's indemnification obligation shall
<br /> not apply to liability arising from and caused by the gross negligence, sole negligence or willful misconduct of MTC,its
<br /> commissioners,officers,agents,and employees. CITY is responsible for obtaining from MTC a copy of the applicable
<br /> Consultant agreement(s).
<br /> 3.0 TERM
<br /> The term of this Agreement shall continue indefinitely, applying to multiple Consultant contracts,unless
<br /> terminated by written notice of either party or superseded by another Indemnification Agreement.
<br /> IN WITNESS WHEREOF,this agreement has been executed by the parties hereto.
<br /> METROPOLITAN TRANSPORTATION CITY OF REDWOOD CITY
<br /> COMMISSION
<br /> Steve Heminger,Executive Director Peter Ingram,City Manager
<br /> City of Redwood City
<br /> Approved as to form:
<br /> Pamela Thompson,City Attorney
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