04-042 Metropolitan Transportation Commissionnu-ova
WAIVER OF CLAIMS AND INDE]VINIFICATION AGREEMENT
BETWEEN METROPOLITAN TRA1SPORTATION COMMISSION
AND CITY OF CUPERTINO
THIS AGREEMENT is made and entered into as of the 215 of April, 2004, by and between the
Metropolitan Transportation Commission, a regional transportation planning agency established pursuant to
California Government Code §66500 et seq., (herein called "MTC"), and City of Cupertino (herein called "CITY").
WITNES;iETH
WHEREAS, MTC has entered into a technical services agreement with several consulting firms (herein
called "the Consultants"), under which the firms will provide assistance to various Bay Area cities in the retiming
of traffic signals in those cities (herein called "the Project"); and
WHEREAS, CITY is participating in the Project by receiving assistance from one of the Consultants
(herein called "the Consultant"); and
WHEREAS, the parties wish to define CITY's obligations to MTC respecting waiver of claims and
indemnity;
NOW, THEREFORE, the parties hereto agree as follows:
1.0 WAIVER OF CLAIMS AGAINST MTC
CITY waives all claims by CITY, its directors, supervisors, officers, employees, or agents against MTC, its
commissioners, officers, and/or employees for damages, loss, injury and/or liability, direct or indirect, resulting
from CITY's participation in the Project and/or the services provided to CITY by the Consultant under contract to
MTC. CITY'S waiver shall not apply to liability arising from and caused by the adjudicated or admitted negligence
or willful misconduct of MTC, it commissioners, officers, and/or employees.
2.0 INDEMNIFICATION AND DEFENSE
CITY agrees to indemnify, hold harmless and defend MTC, its commissioners, officers, and employees
from any and all third party claims, demands, lawsuits, liability, loss, damages, injury and/or liability, direct or
indirect (including any and all costs and expenses in connection therewith), resulting from or in connection with
provision of services to CITY by the Consultant under comsact with MTC, to the extent such claims, demands, etc.
are not covered by the Consultant's indemnification of rrITC in the Consultant's contract with MTC. CITY's
indemnification obligation shall not apply to liability arising from and caused by the adjudicated or admitted
negligence or willful misconduct of MTC, its commissioners, officers, and employees.
IN WITNESS WHEREOF, this agreement has been executed by the parties hereto as of the date first
written above.
METROPOLITAN TRANSPORTATION
COMMISSION
Steve Heminger, xecut Director
ATTEST:
City Clerk
C:[TY OF CUPERTINO
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David W. Knapp, City anager
Approved as to form:
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City Attorn y