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DUPI !PVT
<br /> WAVER 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 -Q 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 T' : • •RTATION CITY OF REDWOOD CITY
<br /> COMMISSION
<br /> Steve Heminger, Executi ►'r: tor Peter Ingram, C Manager
<br /> City of Redwood City
<br /> A. .roved as to form: ,A
<br /> p. P. mela Th..! o City Atto ey
<br /> Att °St , 4
<br /> v�i��a dv X11 ren, City Clerk
<br />
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