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<br />WAIVER OF CLAIMS AND INDEMNIFICATION AGREEMENT DUPLICATE
<br />Between METROPOLITAN TRANSPORTATION COMMISSION ORIGINAL
<br />And THE CITY OF REDWOOD CIT'1--. ,VIA j:,V
<br />
<br />THIS AGREEMENT is made and entered into as of the insert day ~of insert~, 2008, by and between the
<br />Metropolitan Transportation Commission, a regional transportation planning agency established pursuant to California
<br />Government Code S 66500 et seq., (herein called "MTC"), and the City of Redwood City (herein called "CITY").
<br />WITNESSETH
<br />
<br />WHEREAS, MTC has entered into technical services agreements with several consulting firms (herein called
<br />"the Consultants"), under which the firms will provide assistance to various Bay Area cities in the retiming of traffic
<br />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");
<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 />
<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 or willful misconduct ofMTC,
<br />its commissioners, officers, and/or employees.
<br />
<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 ofMTC 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 or willful misconduct of MTC, its commissioners,
<br />officers, agents, and employees. CITY is responsible for obtaining from MTC a copy ofthe applicable Consultant
<br />agreement(s).
<br />
<br />3.0 TERM
<br />The term of this Agreement shall continue indefinitely, applying to multiple RSTP Consultant contracts, unless
<br />terminated by written notice of either party or superseded by another Indemnification Agreement.
<br />
<br />IN WITNESS WHEREOF, this agreement has been executed by the parties hereto as of the date first written
<br />
<br />above.
<br />
<br />METROPOLITAN TRANSPORTATION
<br />COMMISSION
<br />
<br />CITY OF REDWOOD CITY
<br />
<br />Steve Heminger, Executive Direct
<br />
<br />
<br />~(Jr ~ -t6r ~ :h1ca ra.fY)
<br />Peter Ingram, City Manager
<br />City of Redwood City
<br />
<br />Approved as to form:
<br />
<br />~~Cl.~
<br />J e Aranda, Assistant City Attorney
<br />City of Redwood City
<br />
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