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<br />WAIVER OF CLAIMS AND INDEMNIFICATION AGREEMENT
<br />Betvveen METROPOLITAN TRANSPORTATION COMMISSION
<br />And AGENCY NAME
<br />
<br />THIS AGREEMENT is made and entered into as orthe insert dav day or insert month, 2005, by and betvveen the
<br />Metropolitan Transportation Commission, a regional transportation planning agency established pursuant to Caliromia
<br />Govemment Code 9 66500 et seq., (herein called "MTC"), and af?:ency name (herein called
<br />"CITY" /"COUNTY" /"CMA" /"TO WN" /"SCHOOL D IS TRICT" /"SCHOO L"),
<br />
<br />WITNESSETH
<br />
<br />WHEREAS, MTC has entered into a six-year contract "W'ith Parsons Brinckerhorr (herein called "the
<br />Consultant") to operate the "Regional Rideshare Program" (RRP) ror the San Francisco Bay Area; and
<br />WHEREAS, the RRP provides ridematching assistance through a ridematching system (RMS) that allo"W's Bay
<br />Area individuals to provide inrormation necessary to rorm a carpool or vanpool; and
<br />WHEREAS, ridematching through the RMS ror trips "W'ith origins and destinations at a K-12 school site is called
<br />"SchoolPool matching"; and
<br />WHEREAS, the RMS provides online ridematching through a sof'tw'are system called eCommuter provided by
<br />Logicalis that incorporates reatures that assure a private, secure connection betvveen the user and the RMS; and
<br />WHEREAS, the "CITY"/"COUNTY"/"CMA"/"TOWN"/"SCHOOL DISTRICT"/"SCHOOL" "W'ishes to use
<br />theRMS ror SchoolPool matching; and
<br />
<br />WHEREAS, the parties "W'ish to define the "CITY's"/"COUNTY's"/"CMA's"/"TOWN's"/"SCHOOL
<br />DISTRICT's"/"SCHOOL's" obligations to MTC respecting "W'aiver or claims and indemnity;
<br />NOW, THEREFORE, the parties hereto agree as rollo"W's:
<br />
<br />1.0 PROCEDURES
<br />"CITY"/"COUNTY"/"CMA"/"TOWN"/"SCHOOL DISTRICT"/"SCHOOL" agrees to rollo"W' the procedures
<br />attached hereto and incorporated herein as Attachment I, Procedures ror Using Ridematching Svstem (RMS) ror
<br />SchoolPool Programs, "CITY"/"COUNTY"/"CMA"/"TOWN"/"SCHOOL DISTRICT"/"SCHOOL" is considered the
<br />"administering agency" ror purposes or Attachment I.
<br />
<br />2,0 WAIVER OF CLAIMS AGAINST MTC
<br />""CITY"/"COUNTY"/"CMA"/"TOWN"/"SCHOOL DISTRICT"/"SCHOOL" "W'aives all claims by
<br />""CITY"/"COUNTY"/"CMA"/"TOWN"/"SCHOOL DISTRICT"/"SCHOOL", its directors, supervisors, orficers,
<br />employees, or agents against MTC, its commissioners, orficers, agents and/or employees ror damages, loss, injury and/or
<br />liability, direct or indirect, resulting rrom ""CITY"/"COUNTY"/"CMA"/"TOWN"/"SCHOOL DISTRICT"/"SCHOOL"
<br />use orthe RMS's SchoolPool matching, ""CITy's"/"COUNTy's"/"CMA's"/"TOWN's"/"SCHOOL
<br />DISTRICT's"/"SCHOOL's" "W'aiver shall not apply to liability arising rrom and caused by the adjudicated or admitted
<br />negligence or "W'illrul misconduct or MTC, its commissioners, orficers, agents and/or employees,
<br />
<br />3,0 INDEMNIFICATION AND DEFENSE
<br />""CITY"/"COUNTY"/"CMA"/"TOWN"/"SCHOOL DISTRICT"/"SCHOOL" agrees to indemnifY, hold harmless
<br />and de rend MTC, its commissioners, orficers, agents and employees rrom any and all third party claims, demands,
<br />la"W'suits, liability, loss, damages, injury and/or liability, direct or indirect (including any and all costs and expenses in
<br />connection there"W'ith), resulting rrom or in connection "W'ith use or SchoolPool matching by
<br />"CITY"/"COUNTY"/"CMA"/"TOWN"/"SCHOOL DISTRICT"/"SCHOOL", to the extent such claims, demands,
<br />la"W'suits,liability, loss, damages, injury and/or liability are not covered by the Consultant's indemnification orMTC in
<br />the Consultant's contract "W'ith MTC. ""CITY's"/"COUNTY's"/"CMA's"/"TOWN's"/"SCHOOL
<br />DISTRICT's"/"SCHOOL's" indemnification obligation shall not apply to liability arising rrom and caused by the
<br />adjudicated or admitted negligence or "W'illrul misconduct or MTC, its commissioners, orficers, agents, and employees,
<br />
<br />4.0 TERM OF AGREEMENT
<br />This agreement shall commence on mITIIdd/vv and expire on mITIIdd/vv,
<br />
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