MEMORANDUM OF UNDERSTANDING MD 410 KIPLINGER PROPERTY PARCEL 1INSTALLATION AND MAINTENANCE OF PEDESTRIAN LIGHTING. by and between

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1 MEMORANDUM OF UNDERSTANDING MD 410 KIPLINGER PROPERTY PARCEL 1INSTALLATION AND MAINTENANCE OF PEDESTRIAN LIGHTING by and between MARYLAND DEPARTMENT OF TRANSPORTATION STATE HIGHWAY ADMINISTRATION and THE CITY OF HYATTSVILLE, MARYLAND THIS MEMORANDUM OF UNDERSTANDING (MOU) executed in duplicate, made effective on this day of, 2018, by and between the State Highway Administration of the Maryland Department of Transportation, acting for and on behalf of the State of Maryland, hereinafter called MDOT SHA, and The City of Hyattsville, a municipal subdivision located in Prince George s County, Maryland, hereinafter called CITY. WHEREAS, MDOT SHA owns and maintains MD 410 (East West Highway) including the portion that is located within the jurisdiction of the CITY; and MD 410 functions as a local roadway within the CITY; and WHEREAS, the CITY has expressed to MDOT SHA its interest to install pedestrian lighting LIGHTING in MDOT SHA right-of-way along MD 410; and WHEREAS, the CITY has requested and MDOT SHA has agreed, to allow the CITY to install certain LIGHTING along MD 410 at Kiplinger property, Parcel 1; and WHEREAS, enhanced lighting along route 410 will match existing conditions and will benefit the parties of this MOU and WHEREAS, the design, installation and maintenance of the LIGHTING will be referred to as the PROJECT ; and WHEREAS, the PROJECT includes all items to design, construct and maintain the new lighting, including but not limited to, conduit, foundations, pull-wire, hand boxes, poles, pole bases, wiring and luminaries; and WHEREAS, the CITY shall be responsible for electrical energy costs necessary for the LIGHTING once constructed; and WHEREAS, the CITY shall own the LIGHTING and provide all maintenance and repair necessary for the LIGHTING; and WHEREAS, MDOT SHA and the CITY desire to define ownership and maintenance responsibilities both during and after installation, and 1

2 NOW, THEREFORE, THIS MEMORANDUM OF UNDERSTANDING WITNESSETH, that for and in consideration of the mutual promises and other good and valuable considerations, the receipt and adequacy whereof is hereby acknowledged, be it understood that MDOT SHA and the CITY do hereby agree as follows: I. PROJECT DESCRIPTION The PROJECT shall generally consist of all activities to design, install and maintain eight (8) new pedestrian lighting fixtures (LIGHTING) along MD 410 (East-West Highway) by the CITY, within MDOT SHA s right-of-way as outlined in the sector plan by MNCPPC along MD 410 at Kiplinger property, Parcel 1. The PROJECT limits are Kiplinger property, Parcel 1. The Project shall conform to MDOT SHA s Standard Specifications for Construction and Materials, current edition and the plan and design details approved by MDOT SHA and the CITY per MDOT SHA Tracking No. 12APPG See ATTACHMENT 1 for locations. The CITY shall solely fund the PROJECT. II. MDOT SHA RESPONSIBILITIES: A. MDOT SHA shall provide the CITY with written comments of all data or materials provided by the CITY for review within fifteen (15) working days following receipt thereof. B. MDOT SHA provided the CITY with an Access Permit (PERMIT), with a term of five (5) years to be renewed every five years by mutual consent of both parties. Current Permit #12APPG The PERMIT shall grant a right-of-entry to the CITY personnel or its agents or contractors for the sole purpose of performing the design, installation and maintenance described herein. Any party seeking a permit from MDOT SHA shall meet all requirements for such activities as set forth herein (e.g. insurance, other permit requirements, etc.) and as required by MDOT SHA in the permit or otherwise. C. In the event the CITY fails to maintain the LIGHTING as described herein and corrective action is needed in MDOT SHA s opinion, MDOT SHA shall notify the CITY as to the corrective action required. The CITY shall commence the corrective action within five (5) business days from receipt of notification from MDOT SHA. If the CITY does not commence corrective action within five (5) business days, as may be directed by MDOT SHA, MDOT SHA reserves the right to perform such necessary corrective action as may be needed including removal of said LIGHTING and invoice the CITY for the cost of such corrective action. III. CITY RESPONSIBILITIES A. The CITY shall provide MDOT SHA with four (4) sets of proposed final PROJECT plans for review and comments. The original plans shall be approved and sealed by the registered Professional Engineer. MDOT SHA shall have final authority regarding approval. B. The CITY shall be responsible to install the LIGHTING in a manner acceptable to MDOT SHA. 2

3 C. The CITY understands that when performing the PROJECT activities for the LIGHTING, Maintenance of Traffic lane closures may be required. In that event, the CITY shall obtain a lane closure permit from MDOT SHA s District 3 Office. D. The CITY shall be responsible for all LIGHTING installed under this MOU and the PERMIT. MDOT SHA will not be required to replace or repair any LIGHTING, or supply power, metering or lighting control. E. The CITY shall take immediate action to correct any issues concerning the maintenance as directed by notification from MDOT SHA or the CITY s awareness of the need for maintenance. F. If the CITY fails to take corrective action within five (5) business days of notification and MDOT SHA must perform any corrective action as to the maintenance, the CITY shall reimburse MDOT SHA within thirty (30) days of receipt of any invoice for all documented costs incurred by MDOT SHA for such corrective action, including MDOT SHA s direct salaries, payroll burden and overhead. If payment of the documented cost is not received within thirty (30) days of the CITY s receipt of an invoice, MDOT SHA will then notify the CITY in writing that MDOT SHA may make a deduction from the CITY s share of Highway User Revenue equal to the overdue invoice amount(s). G. With regard to the PROJECT, the CITY agrees that it shall, with regard to the PROJECT, comply with all applicable laws, rules and regulations, including safety requirements imposed by MDOT SHA. The CITY shall also obtain all permits necessary for the PROJECT from MDOT SHA and as needed from any other entity. IV. INSURANCE: A. During the term of this MOU and the PERMIT, the CITY shall provide written documentation that it, or any agent or contractor procured by the CITY to perform the work of the PROJECT, (i) carries a valid insurance policy with, as a minimum, the following limits: $1,000,000 for general liability and $1,000,000 for automobile liability; (ii) has added MDOT SHA, the Maryland Department of Transportation and the State of Maryland as additional named insureds; and (iii) has a policy that may only be cancelled by the insurance company after thirty (30) days prior written notice to MDOT SHA. B. The CITY and/or its contractors shall also provide MDOT SHA with a current and valid workers compensation insurance policy with limits equal to or in excess of those required by law. 3

4 V. INDEMNITY: The CITY understands and agrees that it, its agents, contractors and employees assume the risk of performing activities related to the PROJECT and hereby releases MDOT SHA and the State of Maryland from any claims, losses or costs for damages or injuries the CITY may incur or sustain in the course of performing the said activities, with the exception of claims, losses or cost for damages attributable solely to the acts or omissions of MDOT SHA or the State of Maryland. VI. VII. VIII. TERM: The initial term of this MOU shall be five (5) years from the date of final execution. The MOU may be amended and shall be renewable by mutual written agreement of the parties. However, MDOT SHA may terminate this MOU in the event the CITY fails to properly perform the PROJECT activities including all maintenance activities, as required herein or in accordance with the specified standards of MDOT SHA. Either MDOT SHA or the CITY may terminate this MOU at any time, upon written notification to the other party. If the MOU is terminated by either party the CITY will be responsible for removing all items associated with the PROJECT and complete restoration to its original condition of the associated right of way along MD 410, as required by MDOT SHA. UTILITIES/ TRAFFIC CONTROLS: A. The CITY is responsible for coordinating the PROJECT with Miss Utility to ensure no damage occurs to utilities (both overhead and underground) during the performance and term of the PROJECT. The CITY shall be responsible for all utility connection costs. B. The CITY shall promptly repair any and all damages caused to utilities or MDOT SHA devices/equipment occurring during the CITY s performance of activities related to this MOU. C. The CITY shall ensure proper sight distance for Traffic Control Devices is maintained. GENERAL: A. This Agreement constitutes the entire, full and final understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein. B. Upon completion of the PROJECT, the CITY shall own and maintain the LIGHTING. C. MDOT SHA shall not be liable for any obligation, act, failure to act or omission of the CITY, its employees, contractors or assigns with regard to the LIGHTING and all related activities. D. This MOU shall inure to and be binding upon the parties hereto, their agents, successors, and assigns. 4

5 E. This MOU and the rights and liabilities of the parties hereto shall be determined in accordance with Maryland law and subject to the jurisdiction of the Maryland courts. F. Each provision of this Agreement shall be deemed to be a separate, severable, and independently enforceable provision. The invalidity or breach of any provision shall not cause the invalidity or breach of the remaining provisions of this Agreement, which shall remain in full force and effect. G. The recitals (WHEREAS clauses) at the beginning of this MOU are incorporated herein as part of this MOU. All notices, if to the CITY, shall be in writing and hand delivered with receipt obtained therefore, or mailed postage prepaid to the other party by certified mail return receipt requested, to the following: City of Hyattsville: Mr. Jim Chandler Director, Community & Economic Development City of Hyattsville 4310 Gallatin Street Hyattsville, Maryland Phone: jchandler@hyattsville.org With a copy to: Edition Apartments, LLC Mr. James P Sullivan Vice President / Partner 600 New Hampshire Avenue, NW Suite 650 Washington, DC Phone: jsullivan@foreproperty.com If to MDOT SHA: Mr. Kwesi Woodroffe, Regional Engineer, Access Management District 3 MDOT SHA 9300 Kenilworth Avenue Greenbelt, Maryland Phone: kwoodroffe@sha.state.md.us 5

6 With a copy to: SHA Agreements Team Maryland State Highway Administration Mail Stop C North Calvert Street Baltimore MD Phone: Fax: SHAAgreementsTeam@sha.state.md.us SIGNATURE PAGE IS TO FOLLOW. 6

7 IN WITNESS WHEREOF, the parties hereto have caused this MEMORANDUM OF UNDERSTANDING to be executed by their proper and duly authorized officers, on the day and year first above written. WITNESS: STATE HIGHWAY ADMINISTRATION BY: (SEAL) Tim Smith, P.E. Deputy Administrator/Chief Engineer for Operations APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RECOMMENDED FOR APPROVAL: Assistant Attorney General Jason A. Ridgway, P.E. Deputy Administrator/Chief Engineer for Planning, Engineering, Real Estate and Environment William Bertrand Director Office of Finance 7

8 WITNESS/ATTEST: CITY OF HYATTSVILLE A body corporate and politic BY: (SEAL) Name: Candace Hollingworth Date Clerk Mayor APPROVED AS TO FORM AND RECOMMENDED FOR APPROVAL: LEGAL SUFFICIENCY: BY: Name: Jim Chandler Date City Attorney Director, Community and Economic Development, City of Hyattsville 8