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AGREEMENT FOR STREET MAINTENANCE SERVICES This Agreement for City of Moscow Street Maintenance Services (hereinafter "AGREEMENT") is made between the Regents of the University ofldaho, a state educational institution and a body politic and corporate organized and existing under the Constitution and laws of the State of Idaho (hereinafter "UNIVERSITY"), and the City of Moscow, a municipal corporation of the State of Idaho (hereinafter "CITY"). RECITALS WHEREAS, CITY and UNIVERSITY are seeking to formalize existing operational arrangements benefiting both parties through adoption of written agreements; and WHEREAS, publicly dedicated and platted streets are located near property owned by UNIVERSITY and maintenance of these streets is understood to be the responsibility of CITY; and WHEREAS, UNIVERSITY currently maintains streets UNIVERSITY owns and has established a street maintenance program consistent with the types of uses associated with the UNIVERSITY; and WHEREAS, UNIVERSITY has the desire to maintain CITY owned public streets identified in the attached Exhibit A and CITY has the authority to delegate maintenance responsibilities of these streets to UNIVERSITY; and WHEREAS, UNIVERSITY and CITY agree that UNIVERSITY can maintain the public streets identified in Exhibit A to an extent acceptable to both CITY and UNIVERSITY; and WHEREAS, in the normal maintenance of said streets CITY would incur costs associated with said maintenance; and WHEREAS, UNIVERSITY is willing to perform the maintenance of said streets in lieu of maintenance by CITY if CITY is willing to compensate UNIVERSITY an agreed upon amount equal to the estimated cost CITY would incur if it were maintaining said streets; NOW THEREFORE, CITY and UNIVERSITY, in recognition of these facts, agree as follows: 1.0 Purpose of AGREEMENT The purpose of this AGREEMENT is to assign CITY's responsibility for maintaining those public streets designated on Exhibit A to UNIVERSITY and for UNIVERSITY to accept street maintenance responsibilities for those designated streets. This AGREEMENT shall establish the amount CITY compensates UNIVERSITY for street maintenance services, based REGENTS UNIVERSITY OF IDAHO I CITY OF MOSCOW AGREEMENT FOR STREET MAINTENANCE SERVICES PAGE I OF5 ---PAGE BREAK--- on the most current funding formula being used by CITY for street maintenance and repairs of CITY streets having similar traffic volumes and street designations. 2.0 Obligations of UNIVERSITY 2.1 UNIVERSITY shall provide street maintenance services including pavement overlays, re-sealing and pavement replacement, street painting, street cleaning, storm drain cleaning, street patching, street sign maintenance (including sign installation and removal), and snow and ice removal, and UNIVERSITY shall provide the equipment and labor necessary to accomplish these services (hereinafter "STREET MAINTENANCE") for all streets shown on Exhibit A. 2.2 UNIVERSITY shall perform STREET MAINTENANCE on those streets shown on Exhibit A to a standard at least equivalent to similar streets maintained by CITY. 2.3 UNIVERSITY shall restrict its use of compensation received from CITY to those streets identified in this agreement and as shown on Exhibit A. 2.4 UNIVERSITY shall notify CITY when any temporary street closures or traffic alterations are necessary for STREET MAINTENANCE. Such notification to CITY shall occur as far in advance of the planned work as is practical. 2.5 UNIVERSITY shall notify CITY of anticipated pavement overlays, re-sealing and pavement replacement maintenance projects during the design phase of such projects and provide opportunity for CITY for review and approval of such projects. 2.6 UNIVERSITY shall designate its A VP of Facilities as its liaison with CITY regarding the terms of this AGREEMENT. 2. 7 UNIVERSITY shall cooperate with CITY on efforts to identify and formalize agreements to ensure efficient public street maintenance and management, beyond what is agreed upon herein as needed. 3.0 Obligations of CITY 3.1 CITY shall, by authorizing the signature on this AGREEMENT, delegate responsibility for STREET MAINTENANCE for those streets shown on Exhibit A to UNIVERSITY. 3.2 CITY shall maintain responsibility for all street light, traffic signal and underground utilities maintenance, repair, addition, & replacement on CITY owned streets with the exception of storm drain cleaning noted in section 2.1 REGENTS UNIVERSITY OF IDAHO I CITY OF MOSCOW AGREEMENT FOR STREET MAINTENANCE SERVICES PAGE2 OF5 ---PAGE BREAK--- above. CITY shall return street condition back original condition or better as agreed upon by both parties. 3.2 City shall notify UNIVERSITY prior to initiation of any of CITY's planned street improvement and enhancement projects not considered STREET MAINTENANCE when proposed on those streets shown on Exhibit A. Such notification to UNIVERSITY shall occur as far in advance of the planned work as is practical. 3.3 CITY shall compensate UNIVERSITY in an amount equivalent to that expended on 3.2 miles of similar streets maintained by CITY. The agreed upon amount shall be $43,000 and the amount shall be re-negotiated annually unless both parties agree in writing to maintain the previous year's compensation amount. Compensation for each year shall be made in two installments with the first occurring at the beginning of CITY's fiscal year and the second occurring six months thereafter. The first year of the financial commitment shall be CITY's fiscal year 2009. Such compensation shall occur each year until this MOU is terminated. Payments shall be made payable to "Bursar, University of Idaho", and mailed to the attention of "Facilities, University of Idaho, 875 Perimeter Drive, Moscow ID 83844-2281 or such different address or person as UNIVERSITY shall provide to CITY by written notice. Monies shall be deposited directly into the UI Street Maintenance Budget to be used for AGREEMENT. 3.4 CITY shall designate its Public Works Director as its liaison with UNIVERSITY regarding the terms of this AGREEMENT. 3.5 CITY shall cooperate with UNIVERSITY on efforts to formalize agreements to ensure efficient public street maintenance and management, beyond what is agreed upon herein, as needed. 4.0 Term of AGREEMENT and Modification This AGREEMENT shall be effective upon the later date, if there is a difference, of the signatures of the two parties. The AGREEMENT may be modified at any time with the mutual written approval of both parties to the modified terms of the revised AGREEMENT. Either party may unilaterally terminate its obligations under this AGREEMENT with sixty (60) days written notice to the other party. CITY shall pay any pro-rata portion of the compensation due under Section 3.3 of this AGREEMENT within thirty (30) days of termination of this AGREEMENT. 5.0 Indemnification and Hold Harmless. CITY agrees to indemnify and hold harmless the UNIVERSITY and its governing board, officers, employees, and agents from and against any and all costs, losses, damages, liabilities, REGENTS UNIVERSITY OF IDAHO I CITY OF MOSCOW AGREEMENT FOR STREET MAINTENANCE SERVICES PAGE3 OF 5 ---PAGE BREAK--- expenses, demands, and judgments, including court costs and attorney's fees, which may arise out of CITY's obligations under this agreement. Subject to the limits of liability specified in Idaho Code §6-901 through §6-929, known as the Idaho Tort Claims Act, UNIVERSITY agrees to indemnify and hold harmless the CITY, its elected officials, employees, and agents from and against any and all claims, damages, liabilities, including reasonable attorney's fees, which may arise as a direct result of and which are caused by UNIVERSITY's performance of its obligations under this agreement. 6.0 Insurance 6.1 UNIVERSITY's liability coverage is provided through a self-funded liability program administered by the State of Idaho Office of Insurance Management. City's liability coverage is provided through the Idaho Counties Risk Management Program. Limits of liability, and of UNIVERSITY and CITY's indemnification under this agreement with respect to claims covered by the Idaho Tort Claims Act, are $500,000 Combined Single Limits, which amount is UNIVERSITY's limit of liability under the Idaho Tort Claims Act. 6.2 UNIVERSITY and CITY shall notify the other party of any such claim arising under or otherwise related to the provisions of this agreement, and UNIVERSITY and CITY shall cooperate with the other party in defense of such claims. 6.3 UNIVERSITY and CITY shall each provide a Certificate of Insurance or a Certificate of Financial Responsibility to the other party, evidencing coverage in Section 6.1 of this AGREEMENT. 6.4 Notice of claim or incident shall be given to "Risk Manager, University of Idaho, Moscow ID 83844-3162. 7.0 Notice Any notice under this AGREEMENT shall be in writing and be delivered in person or by public or private courier service (including U.S. Postal Service Express Mail) or certified mail with return receipt requested or by facsimile. All notices shall be addressed to the parties at the following addresses or at such other addresses as the parties may from time to time direct in writing: UNIVERSITY: A VP -Facilities 875 Perimeter Drive University of Idaho P.O. Box 442281 Moscow, ID 83844-2281 REGENTS UNIVERSITY OF IDAHO I CITY OF MOSCOW AGREEMENT FOR STREET MAINTENANCE SERVICES PAGE40F 5 ---PAGE BREAK--- CITY: Public Works Director City of Moscow PO Box 9203 Moscow ID 83843 Any notice shall be deemed to have been given on the earlier of: actual delivery or refusal to accept delivery, the date of mailing by certified mail, or the day facsimile delivery is verified. Actual notice, however and from whoever received, shall always be effective. 8.0 Entire Agreement This AGREEMENT constitutes the entire understanding between the parties with respect to its purpose. 9.0 Authority to Enter AGREEMENT Each individual executing this AGREEMENT on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this AGREEMENT on behalf of said entity, and that this AGREEMENT is binding upon said entity in accordance with its terms. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this AGREEMENT: UNIVERSITY: The Regents of the University ofldaho Lloyd Mues, Vice President for Finance and Administration Date: 08 REGENTS UNIVERSITY OF IDAHO I CITY OF MOSCOW AGREEMENT FOR STREET MAINTENANCE SERVICES CITY: City of Moscow, Idaho Bill Lambert, Acting Mayor ATTEST: PAGES OF 5