Traffic Control Agreement

TRAFFIC CONTROL AGREEMENT

This Traffic Control Agreement ("Agreement") is made effective as of by and between Client Name: with principal address at ("Client"), and Contractor Name: with principal address at ("Contractor"). Client and Contractor are sometimes referred to collectively as the Parties.

RECITALS

WHEREAS, Client requires temporary traffic control services in connection with work at the location described as (the "Work Site"); and

WHEREAS, Contractor represents that it is duly qualified, equipped, and licensed to provide traffic control, flagging, sign placement, and related services and has personnel trained in safe traffic control practices; and

WHEREAS, Client desires to engage Contractor, and Contractor agrees to provide traffic control services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Traffic Control Plan" means the written and/or diagrammatic plan prepared or approved by the Contractor describing the methods, devices, signage, flagging, lane closures, detours, and equipment to be used for the safe and efficient movement of vehicular and pedestrian traffic through or around the Work Site.

1.2 "Work" means all traffic control services, labor, materials, equipment, supervision, transient repairs, and incidentals necessary to perform the services described in this Agreement.

2. SCOPE OF WORK

2.1 Contractor shall furnish all labor, traffic control devices, equipment, and materials required to implement and maintain the Traffic Control Plan at the Work Site. The initial Traffic Control Plan summary is described as:

2.2 Project Commencement Date: — Estimated Completion Date:

3. TRAFFIC CONTROL PLAN; MODIFICATIONS

3.1 Contractor shall prepare and implement a Traffic Control Plan that complies with applicable local and state traffic control standards and the prudent practices of the industry. The Traffic Control Plan shall at a minimum address signage, temporary lane closures, channelizing devices, lighting, flagging, and emergency access.

3.2 Client may request changes to the Traffic Control Plan. Contractor shall promptly provide proposed modifications and pricing. No modification shall be effective until agreed in writing by authorized representatives of both Parties. Change order requests shall be documented in writing and appended to this Agreement.

4. STANDARDS, EQUIPMENT AND PERSONNEL

4.1 Contractor shall supply traffic control devices and equipment that are in good working condition and suitable for the Work. All devices shall be maintained, cleaned, and replaced as necessary to preserve visibility and effectiveness.

4.2 Contractor shall ensure that flaggers and traffic control personnel are trained, competent, and licensed where required. Contractor shall maintain supervision on site and shall remove or replace any employee whose performance, conduct, or fitness could jeopardize safety or compliance.

Contractor represents that flaggers used on the Work will be certified or trained in accordance with applicable training standards where required.

5. MAINTENANCE, INSPECTION AND RESPONSE

5.1 Contractor shall inspect traffic control installations at least and after any reported or observed incident, adverse weather, or as directed by Client. Contractor shall promptly correct deficiencies.

5.2 Contractor shall respond to emergency requests by Client within of notification to restore or modify traffic control to ensure safety.

6. PERMITS AND AUTHORIZATIONS

6.1 Contractor shall obtain, at Contractor's expense, all permits, licenses, and authorizations required to lawfully perform the Work unless otherwise agreed in writing. Contractor shall comply with conditions of permits and provide copies to Client upon request.

7. INDEMNIFICATION

7.1 Contractor shall indemnify, defend and hold harmless Client and its officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence, willful misconduct, breach of this Agreement, or failure to perform the Work in a safe and workmanlike manner; provided, however, that Contractor's indemnity shall not apply to the extent that such claim arises from Client's gross negligence or willful misconduct.

8. INSURANCE

8.1 Contractor shall procure and maintain at its expense insurance coverage with insurers acceptable to Client, with the following minimum limits:

8.2 Contractor shall furnish certificates of insurance evidencing required coverage prior to commencement of Work and shall provide notice to Client of cancellation or material change in coverage in accordance with policy terms.

9. FEES, INVOICING AND PAYMENT

9.1 Compensation for the Work shall be as follows: Base Fee: $ ; Additional services and change orders shall be invoiced separately.

9.2 Contractor shall submit invoices no more frequently than monthly unless otherwise agreed. Payment is due within days from Client's receipt of a properly documented invoice.

10. TERM AND TERMINATION

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

10.2 Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice describing the breach.

11. COMPLIANCE WITH LAWS

11.1 Contractor shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations, including but not limited to safety and traffic control regulations applicable to the Work.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No waiver of any provision will be effective unless in writing and signed by the waiving Party.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Work Site is located, without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement, together with any attached exhibits and written change orders, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings, whether oral or written.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate an enforceable substitute provision to reflect the intent of the original provision.

15. MISCELLANEOUS PROVISIONS

15.1 Independent Contractor. Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, agency, partnership or joint venture relationship between the Parties.

15.2 Subcontracting. Contractor may subcontract portions of the Work only with Client's prior written consent. Contractor remains responsible for the acts and omissions of subcontractors.

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