Legal Traffic Control Agreement

LEGAL TRAFFIC CONTROL AGREEMENT

This Traffic Control Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: with principal place of business at and Client Name: with address at . Contractor and Client are individually referred to as Party and collectively as Parties.

RECITALS

WHEREAS, Client is undertaking or has contracted for certain work or construction at Project Location: (Project); and

WHEREAS, Contractor provides traffic control services, equipment, and personnel necessary to control, divert, or protect vehicular and pedestrian traffic for public safety in connection with the Project; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Contractor will furnish traffic control services for the Project.

NOW, THEREFORE

In consideration of the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Traffic Control Plan" means the written plan, including drawings and specifications, prepared by Contractor or approved traffic engineer that sets forth the placement of signs, devices, barriers, flagging procedures, and personnel required to maintain safe traffic flow at the Project.

1.2 "Work" means all traffic control services, labor, equipment, materials, supervision, permits, and documentation required under this Agreement.

2. SCOPE OF SERVICES

2.1 Contractor shall furnish all labor, supervision, equipment, and materials necessary to implement and maintain the Traffic Control Plan in accordance with the terms of this Agreement and any applicable laws and municipal requirements. The specific services to be provided are described as follows:

2.2 Start Date: . Estimated Completion Date: . Contractor will commence Work in accordance with the schedule set forth in the Traffic Control Plan or as otherwise agreed in writing.

3. PERFORMANCE STANDARDS

3.1 Contractor shall perform the Work in a professional and workmanlike manner consistent with industry standards for traffic control services and in compliance with applicable laws, regulations, and ordinances governing traffic control devices and flagging operations.

3.2 Contractor shall immediately correct any unsafe condition discovered by Client or governmental authority; such correction shall be made at Contractor's sole cost and expense if Contractor created or failed to reasonably mitigate the condition.

4. PERMITS, COMPLIANCE AND AUTHORIZATIONS

4.1 Contractor shall obtain and maintain, at Contractor's expense, all permits, licenses and approvals required to provide the Work, unless otherwise agreed in writing. Contractor shall comply with all conditions of such permits.

4.2 Contractor shall coordinate with public agencies as required and shall promptly notify Client of any notices, citations, or enforcement actions related to traffic control at the Project.

5. TRAFFIC CONTROL PLAN AND SAFETY

5.1 Contractor shall prepare a Traffic Control Plan that conforms to recognized traffic control manuals and standards, reflecting temporary signage, delineation, channelization, temporary lane closures, flagger placement, and protective devices. Contractor shall submit the plan for Client review where required by this Agreement.

5.2 The Traffic Control Plan is approved by: Contractor Client Governmental Authority

6. PERSONNEL, EQUIPMENT AND MATERIALS

6.1 Contractor shall provide qualified personnel, including certified flaggers where required, who shall be trained in the Traffic Control Plan and shall wear required personal protective equipment.

6.2 Contractor shall supply and maintain all equipment and materials necessary for the Work in safe operating condition and replace defective or damaged equipment at Contractor's expense.

7. INSURANCE

7.1 Contractor shall, at its own expense, maintain insurance of the types and minimum limits customary for traffic control contractors, including commercial general liability, automobile liability, workers' compensation, and employer's liability, and shall furnish certificates of insurance to Client upon request.

8. INDEMNIFICATION

8.1 Contractor shall indemnify, defend and hold harmless Client and its officers, agents and employees from and against any and all claims, liabilities, damages, losses, fines, penalties and expenses (including reasonable attorney fees) arising out of or resulting from Contractor's performance of the Work, except to the extent caused by Client's negligence or willful misconduct.

9. PAYMENT AND FEES

9.1 Client shall pay Contractor for the Work the sum of Fee Amount: subject to the payment schedule set forth below.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and continue until completion of the Work unless earlier terminated in accordance with this Section.

10.2 Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice. Client may terminate for convenience upon days' written notice, subject to payment for Work performed to the date of termination and reasonable demobilization costs.

11. CHANGES; AMENDMENT

11.1 Any changes to the scope of Work shall be made only by written Change Order signed by authorized representatives of both Parties and shall include adjustment to the Contract Price and schedule as mutually agreed.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested:

13. CONFIDENTIALITY

13.1 Each Party shall maintain in confidence any non-public proprietary information disclosed by the other Party in connection with this Agreement and shall not disclose such information except as required by law or with the prior written consent of the disclosing Party.

14. ASSIGNMENT

14.1 Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Contractor may assign to a subsidiary or in connection with a financing provided the assignee assumes Contractor's obligations.

15. GOVERNING LAW; VENUE

15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of law principles. Venue for any action arising under or related to this Agreement shall be in the state or federal courts located in the county of: .

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement, including the Traffic Control Plan and any Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

16.2 If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent permitted by law to reflect the Parties' intent.

17. WAIVER; COUNTERPARTS

17.1 No waiver by either Party of any breach of this Agreement shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

18. MISCELLANEOUS

18.1 The Parties shall cooperate in good faith to perform their respective obligations and shall execute such additional documents as may be necessary to effectuate the purposes of this Agreement.

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