METROPOLITAN TRANSPORTATION COMMISSION (2)

WAIVER OF CLAIMS AND INDEMNIFICATION AGREEMENT Between METROPOLITAN TRANSPORTATION COMMISSION And City of Pleasanton THIS AGREEMENT is made and entered into as of 08-02-2016,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 Pleasanton(herein called"CITY"). WITNESSETH WHEREAS,MTC has entered or will enter into technical services agreements with several consulting firms (herein called"the Consultants"),under which the firms will provide assistance to various Bay Area jurisdictions in the retiming of traffic signals(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 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 gross negligence or willful misconduct of MTC, its 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 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.