12-068 Waiver of Claims & Indemnification AgreementPlease note:
APPENDIX-B
INDEMNIFICATION AGREEMENT
• The electronic version (MS Word) of this agreement may be requested from the MTC
Program Manager or downloaded from the MTC website at: http://www.mtc.ca.gov/funding/.
• The primary sponsor and all participating agencies (excluding Caltrans) are required to
execute this agreement with MTC. If your agency has executed an agreement in the PASS
FY 10/11 or FY 11/12 Cycles, you do not have to submit this agreement again. If you have
any questions regarding the existence or validity of your agency's agreement, please contact
the MTC Program Manager directly.
• Agreement Due Date: Each agency is required to submit two (2) signed originals of this
agreement to the MTC Program Manager within thirty (30) days of project approval
notification to retain the PASS funding. After executing the agreement one (1) original will
be retained by MTC and the other will be mailed for your records.
• Please edit the agreement as per the following instructions by making changes as appropriate
to your agency:
-For the text in Blue font in the agreement, please replace the text as appropriate. (e.g:
The City of San Leandro will edit the text AGENCY NAME to City of San Leandro)
-For the text in Red font in the agreement, please make a selection as appropriate and
delete the other two choices. ( e.g: The City of San Leandro will edit the text
"CITY"/"COUNTY"/"TOvVN" to "CITY")
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W AIYER OF CLAIMS AND INDEMNIFICATION AGREEMENT
Between METROPOLITAN TRANSPORTATION COMMISSION
And CITY OF CUPERTINO
THIS AGREEMENT is made and entered into as of the day of , 2012, by and between
the Metropolit!ln Transportation Commission, a regional transportation planning agency established pursuant to California
Government Code § 66500 et .~eq., (herein called "MTC"), and City of Cupertino (herein called "CITY")
WITNESSETH
WHEREAS, MTC has entered or will enter into technical services agreements with several consulting finns
(herein called "the Consultants"), under which the firms will provide assistance to various Bay Area jurisdictions 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 or more 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 W AIYER 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 gross negligence or willful misconduct ofMTC,
its commissioners, officers, and/or employees.
2.0 INDEMNIFICATION AND DEFENSE
CITY agrees to indemnify, hold hannless 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 contract with MTC, to the extent such claims, demands, etc. are not covered by the
Consultant's indemnification of MTC in the Consultant's contract with MTC. CITY's indemnification obligation shall
not apply to liability arising from and caused by the gross negligence or willful misconduct of MTC, its commissioners,
officers, agents, and employees. CITY is responsible for obtaining from MTC a copy of the applicable Consultant
agreement(s).
3.0 TERM
The term of this Agreement shall continue indefinitely, applying to multiple Consultant contracts, unless
terminated by written notice of either party or superseded by another Indemnification Agreement.
IN WITNESS WHEREOF, this agreement has been executed by the parties hereto.
METROPOLITAN TRANSPORTATION
COMMISSION
Steve Heminger, Executive Director
CITY OF CUPERTINO
J :\CONTRACT\Contracts-New\CON 09-1 O\PASS\Local Agency Waiver _Indemnification Form.doc