Traffic Study Proposal Document

Traffic Study Proposal Document

This Traffic Study Proposal Document (this Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client desires to obtain a traffic study to evaluate vehicular, pedestrian, and bicycle operations associated with the project identified as , located at ; and

WHEREAS, Consultant represents that it has the professional qualifications, licenses, personnel, and equipment necessary to perform traffic engineering and transportation planning services in accordance with standard industry practice.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Consultant shall provide a traffic study and related services for the Project. The Scope of Work includes baseline data collection, trip generation analysis, intersection capacity analysis, traffic signal warrant analysis, parking analysis (if applicable), preparation of figures and technical memoranda, and attendance at up to two meetings with Client or permitting authorities as described below.

Deliverables and Schedule

Deliverables shall consist of a draft technical memorandum, final technical memorandum (incorporating Client comments), electronic copies of analysis files, and figures suitable for permitting and public coordination. Estimated milestones are:

Payment Terms

Client shall pay Consultant the fees for services as set forth below. Fees are exclusive of applicable taxes and reimbursable expenses.

Expenses and Reimbursables

Reimbursable expenses such as traffic counting services, special equipment rentals, and travel shall be billed at cost plus handling at the rate agreed below or as specifically authorized in writing by Client.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until completion of the services described herein unless earlier terminated as provided below.

Either party may terminate this Agreement for cause upon material breach by the other party if that breach remains uncured for the notice period set forth above. In the event of termination, Consultant shall be paid for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party shall protect Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. "Confidential Information" means nonpublic information disclosed in connection with this Agreement that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) known to the receiving party prior to disclosure, (b) publicly available through no fault of the receiving party, or (c) rightfully received from a third party without restriction.

Upon expiration or termination of this Agreement, receiving party shall return or destroy Confidential Information as requested by the disclosing party, provided that Consultant may retain work product for archival and professional liability purposes subject to continued confidentiality obligations.

Insurance, Indemnity, and Limitation of Liability

Consultant shall maintain professional liability insurance and general liability insurance in commercially reasonable amounts during the term of the Agreement. Consultant shall indemnify Client from claims arising from Consultant's negligent acts, errors or omissions in the performance of professional services. To the fullest extent permitted by law, Consultant's total liability to Client for any claim arising under or relating to this Agreement shall not exceed the total fees paid to Consultant under this Agreement.

Change Orders

Changes to the Scope of Work will be documented in a written change order signed by both parties. Any additional services or increased costs resulting from such changes shall be billed at the agreed rates or as otherwise negotiated in the change order.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement; Amendments

This Agreement, including any attached scopes, fee schedules, and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

Dispute Resolution

The parties shall attempt in good faith to resolve disputes arising under this Agreement promptly by negotiation between executives of the parties. If the dispute is not resolved within 30 days, the parties may pursue any remedy available at law or in equity, subject to the Governing Law provision.

Acceptance

Services shall be deemed accepted upon delivery of the final deliverables and payment of all undisputed invoices. If Client provides written comments within 14 days of delivery, Consultant shall incorporate reasonable revisions at no additional charge if within the original scope.

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