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REV: 02-02-26 VR
<br />WAIVER OF CLAIMS AND INDEMNIFICATION AGREEMENT
<br />Between METROPOLITAN TRANSPORTATION COMMISSION
<br />And CITY OF REDWOOD CITY
<br />For TECHNICAL ASSISTANCE FOR TRANSIT-ORIENTED COMMUNITIES PLANNING
<br />THIS AGREEMENT is made and entered into as of ____________________, 2026, by and between the
<br />Metropolitan Transportation Commission, a regional transportation planning agency established pursuant to
<br />California Government Code § 66500 et seq., (herein called “MTC”), and City of Redwood City (herein called
<br />“Recipient”).
<br />WITNESSETH
<br />WHEREAS, MTC has entered or will enter into a professional services agreement with a consultant (herein
<br />called “Consultant”) under which Consultant will develop plans and policies necessary for compliance with MTC’s
<br />TOC Policy as detailed in the application for the 2024 Transit Oriented Communities Planning and Implementation
<br />grant call submitted by Recipient to MTC; and
<br />WHEREAS, the term of MTC’s contract with the Consultant is from August 1, 2025, to December 31,
<br />2030; and
<br />WHEREAS, Recipient will be receiving technical assistance from Consultant to develop plans, policies,
<br />and strategies necessary for Recipient’s consistency with MTC’s TOC Policy (the “Project”); and
<br />WHEREAS, the parties wish to define Recipient’s obligations to MTC respecting waiver of claims and
<br />indemnity.
<br />NOW, THEREFORE, the parties hereto agree as follows:
<br />1.0 WAIVER OF CLAIMS AGAINST MTC
<br />Recipient waives all claims by Recipient, its directors, supervisors, officers, employees, or agents against
<br />MTC, its commissioners, officers, and/or employees for damages, loss, injury and/or liability, direct or indirect,
<br />resulting from Recipient’s participation in the Project and/or the services provided to Recipient by the Consultants
<br />under contract to MTC. Recipient’s waiver shall not apply to liability arising from and caused by the gross
<br />negligence or willful misconduct of MTC, its commissioners, officers, and/or employees.
<br />2.0 INDEMNIFICATION AND DEFENSE
<br />Recipient agrees to indemnify, hold harmless and defend MTC, its commissioners, officers, and employees
<br />from any and all third party claims, demands, lawsuits, liability, loss, damages, injury and/or liability, direct or
<br />indirect (including any and all costs and expenses in connection therewith), resulting from or in connection with
<br />provision of services to Recipient by the Consultant under contract with MTC, to the extent such claims, demands,
<br />etc. are not covered by the Consultant’s indemnification of MTC in the Consultant’s contract with MTC.
<br />Recipient’s indemnification obligation shall not apply to liability arising from and caused by the gross negligence
<br />or willful misconduct of MTC, its commissioners, officers, agents, and employees. MTC shall provide a copy of
<br />the Consultant Agreement upon request.
<br />(Signature page follows)
<br />ATTY/AGR.2026.019/MTC (TOC Project Consultant Waiver) (Page 1 of 2)
<br />02/06/2026
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