45-07 ResolutionRECORD OF RESOLUTIONS
Dayton Legal Blank, Inc ,Form No 30045
~I
45-07
Resolution No.
Passed
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
ENTER INTO AN AGREEMENT WITH THE UNION
COUNTY COMMISSIONERS FOR ROAD IMPROVEMENTS
TO INDUSTRIAL PARKWAY AND HYLAND-CROY ROAD
20
WHEREAS, the City of Dublin desires to improve traffic safety, operations and
efficiencies of the roadway system, including and around the US 33/SR 161/Post Road
interchange; and
WHEREAS, the Dublin Community Plan promotes working cooperatively with
surrounding jurisdictions to enhance regional transportation planning and
programming; and
WHEREAS, the City of Dublin and the Union County Commissioners have agreed to
cooperatively plan, design and construct the identified transportation improvement
projects; and
WHEREAS, the City of Dublin has agreed to maintain certain portions of the
improvements including street lighting on behalf of the Union County Commissioners.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin,
State of Ohio, _~ of the elected members concurring that:
Section 1. The City Manager is hereby authorized to enter into an Agreement with
the Union County Commissioners for the purpose of constructing improvements to
Industrial Parkway and Hyland-Croy Road.
Section 2. The City Manager is hereby authorized to enter into an Agreement with
the Union County Commissioners regarding the maintenance of certain improvements
to Industrial Parkway and Hyland-Croy Road.
Section 3. This resolution shall take effect and be in force from and after the
earliest date permitted by law.
Passed this day of , 2007.
Mayor - PresicTing Officer
Attest:
~~~~~ n ~~,z~-~
Clerk of Council
1
CTfY OF DUBLIN_
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017-1006
Phone: 614-410-4400 • Fax: 614-410-4490
TO: Members of City Council
FROM: Jane S. Brautigam, City Manager
DATE: June 12, 2007
Memo
INITIATED BY: Paul A. Hammersmith, PE, Director of Engineering/City Engineer
Barbara A. Cox, PE, Engineering Manager -Development
RE: Resolution 45-07, Authorizing the City Manager to Enter into an Agreement
with the Union County Commissioners for Road Improvements to Industrial
Parkway and Hyland-Croy Road
Summary
The relocation of Industrial Parkway and improvements to Hyland-Croy Road are required for the
improvements at the US 33/SR 1b1/Post Road interchange to be completed. Both of these
roadways are within Union County's jurisdiction. Resolution 45-07 authorizes the City Manager
to enter into agreements for the improvements as well as maintenance of street lighting on
Industrial Parkway.
The Cooperative Infrastructure Agreement outlines the improvements that are required on both
county roadways, the financial contributions by both Dublin and the County and the schedule for
the improvements. The Street Lighting Maintenance Agreement stipulates that Union County will
directly pay for energy costs for the street lighting and that Dublin will provide maintenance based
on a per fixture cost.
Staff has worked with Union County's engineering staff and legal counsel to draft these
agreements. Copies of the agreements are attached for your review.
Recommendation
Staff recommends approval of Resolution 45-07 on June 18, 2007.
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CIRCUR A - 23 ADDTIONAL
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STREET LIGHT MAINTENANCE AGREEMENT
THIS STREET LIGHT MAINTENANCE AGREEMENT (the "Agreement") dated
2007, by and between the CITY OF DUBLIN, OHIO ("Dublin"), a
municipal corporation duly organized and validly existing under the Constitution and laws of the
State of Ohio (the "State") and its Charter, and UNION COUNTY, OHIO ("Union County", and
collectively with Dublin, the "Parties"), a county duly organized and validly existing under the
la~~vs of the State of Ohio.
SECTION 1: PURPOSE OF AGREEMENT
1.1 The Ohio Department of Transportation (ODOT) and Dublin are redesigning and
reconstructing the interchange known as the U. S. 33/State Route 161 interchange in
Union County, including improvements to Hyland-Croy Road and relocating Industrial
Parkway, hereinafter known as "the Project. "Union County is charged by law with the
responsibility of maintaining Hyland-Croy Road and Industrial Parkway in a safe and
operable condition, including the lighting of said roads and highways.
1.2 Dublin finds it in the best interest of the citizens of Dublin to maintain adequate street
lighting in the area of the Project and to assist Union County in the maintenance of the
street lighting.
1.3 The City Manager of Dublin is empowered to enter into agreements with Union County
to carry out the Project.
SECTION 2: DURATION OF TERM
2.1 This Agreement shall be in effect when Union County has accepted the construction
work on the Project or on December 31, 2007, whichever is later.
2.2 Unless either Party gives written notice of its intention not to renew at least 120 days
prior to December 31, this Agreement shall renew each year on January 1 and shall end
on December 31.
2.3 Dublin reserves the right to terminate this Agreement at the end of any fiscal year and;`or
request to renegotiate the terms of a new Agreement subject to the availability of fiscal
appropriations.
2.4 Union County reserves the right to terminate this Agreement at any time, in which event
Union County will then become solely responsible for all maintenance costs and Dublin
will be relieved of any obligations under the Agreement.
2.5 It is expressly understood by the parties that none of the rights, duties, and obligations
described in this Agreement shall be binding on either Party until all statutory provisions
under the Ohio Revised Code are inet.
Street Light Agreement Page 1 of 8 5/31/2007
SECTION 3: AREA SERVED
3.1 Dublin agrees to maintain and to provide routine and preventative maintenance for the
lighting owned by Union County in the Project area.
3.2 The total count of lamps on the Union County roadway system is attached hereto, and
incorporated by reference herein, and marked as Attachment #1.
SECTION 4: SCHEDULE OF ILLU117INATION
4.1 Union County and Dublin agree that all roadway lamps shall burn and be illuminated on
the "all night and every night" schedule from approximately one-half hour after sunset to
one-half hour before sunrise each night, for an annual operation of approximately 4,000
hours, as determined by the photocell control.
SECTION 5: ENERGY PURCHASED AND O~V NERSHIP
5.1 Union County agrees to purchase from an electrical supplier a sufficient amount of
electrical energy to operate the roadway lamps on the aforesaid schedule of illumination.
5.2 All parts and equipment that are located within the Union County road right-of--way shall
be the property of Union County.
5.3 If the jurisdiction of the right-of--way changes due to annexation, a review of this
Agreement will be required regarding this change.
SECTION 6: MAINTENANCE -DEFINITIONS
6.1 Maintenance means the care of only those parts of the electrical lighting systems from the
point of delivery onward.
6.2 Routine Maintenance means that all lighting facilities are kept in a state of good repair,
including the cleaning of glassware, the replacement of broken glassware, burned out
lamps, defective photocells, ballasts or fuses and parts, tools and all equipment needed to
accomplish the same. All parts being replaced shall be of equal quality and consistent
with all original parts.
6.3 Preventative Maintenance shall mean a planned schedule of maintenance, including, but
not limited to, group replacement of lamps, i.e., replacing high pressure sodium and
mercury vapor lamps every four years, and annual cleaning of glassware and reflectors.
Group replacement shall be done with parts of equal quality with the part being replaced.
6.4 Extraordinary Maintenance means the act of repairing, replacing, or rehabilitating an
item which both parties understand to be of such magnitude as to be beyond the scope of
work ordinarily performed by routine maintenance and repair forces. More specifically,
this shall mean the replacement or repair of major equipment caused by knock downs or
accidents, lightening strikes, underground cable repair, or replacement of major elements
Street Light Agreement Page 2 of 8 5/31/2007
of the lighting system and the parts, tools and equipment needed to accomplish said
repairs.
SECTION 7: PERFORNTANCE OF MAINTENANCE
7.1 Dublin agrees to perform all Routine Maintenance, as defined above, on all Union
County-owned equipment including roadway lamps and to use its best efforts to keep the
said roadway lamps in an operable condition.
7.2 Dublin agrees to perform all Preventative Maintenance, as defined above, on all Union
County-Owned roadway lamps and to use its best efforts to keep the said roadway lamps
in an operable condition.
7.3 Traffic control during maintenance activities shall comply with all requirements of the
latest Ohio Manual of Uniform Traffic Control Devices. Routine maintenance shall be
done during off-peak periods of traffic usage.
7.4 In the event that Dublin or Union County believes it to be necessary that Extraordinary
Maintenance should be performed on said roadway lamps, such work maybe performed
upon the following conditions:
a. Dublin shall notify Union County in writing (fax or email) of the conditions
which exist that require Extraordinary Maintenance. Said notices shall be sent to:
Union County Engineer's Office
233 West Sixth Street
Marysville, Ohio 43040
Fax number: (937) 645-3161
b. Dublin shall bill Union County for all direct costs and any indirect overhead costs
for Extraordinary Maintenance. Appropriate documentation regarding labor,
material and equipment costs shall be included. Said bills shall be sent to:
Union County Engineer's Office
233 West Sixth Street
Marysville, Ohio 43040
c. If a third-Party is responsible for the Extraordinary Maintenance costs, Union
County may bill the responsible third party for such costs when sufficient
information is available to make a billing possible.
7.5 Dublin and Union County shall have free access to all cable junctions, pull boxes, pole
bases, distribution boxes and other points in the circuits, so that each Party can perform
inspections and maintenance checks necessary to maintain its property. If a circuit fault
is judged by one Party to be within the property of the other, the former Party is obligated
to notify the latter Party or his agent so that repair can be expedited. No circuit is to be
energized until Dublin's safety policy is followed.
Street Light Agreement Page 3 of 8 5/31/2007
7.6 If Dublin elects to subcontract any maintenance work, such subcontractor shall have
appropriate insurance and agree to indemnify and hold harmless Dublin and Union
County from any damages resulting from the maintenance work.
SECTION 8: PAYMENT FOR SERVICES
8.1 Union County agrees to pay Dublin for Routine=and Preventative Maintenance in the
amount of $24.99 Per Lamp Per Month-
8.2 Dublin shall prepare and mail to Union County a bi-monthly invoice for maintenance
costs.
8.3 In accordance with Section 126.30 of the Revised Code, and upon receipt of a proper
invoice, payment shall be made by Union County within thirty (30) calendar days. The
adequacy and sufficiency of all invoices shall be determined solely by Union County. If
Union County determines that an invoice is inadequate or insufficient, or determines that
further documentation or clarification is required, the burden of providing the required
information or documentation is on Dublin. Union County shall notify Dublin in writing
of the inadequacy or insufficiency and may provide any information necessary to correct
the inadequacy or insufficiency. If such notification of inadequacy or insufficiency is
sent, the required payment date shall be thirty (30) days after receipt of the corrected
invoice. All invoices shall be mailed to:
Union County Engineer's Office City of Dublin
Attn: Accounts Payable Attn: Finance Director
233 West Sixth Street 5200 Emerald Parkway
Marysville, Ohio 43040 Dublin, Ohio 43017
8.4 It is agreed that beginning January 1, 2009, Routine and Preventative-Maintenance costs
shall increased by 5% per year to adjust for inflation. There will be no automatic
increases or adjustments to energy charges.
SECTION 9: REDUCTION OF SERVICE
9.1 It is specifically agreed by and between the parties that Union County is an agency of the
State of Ohio and is bound by the Ohio Constitution and laws of the State of Ohio
regarding the expenditure of State monies; and it is further agreed that Union County is
prohibited by law from entering into contracts which are in violation of the public policy
of the State of Ohio.
9.2 In the event of financial exigency, national or state emergency, or where Union County
determines that the best interests of its residents so require, Union County shall have the
right to reduce consumption of electrical energy up to 50% by reducing the number of
lamps and luminaries in operation by an equal amount.
9.3 In such event, Union County shall notify Dublin of its intention to reduce consumption
by giving Dublin notice in writing at least 45 days in advance of said reduction; said
Street Light Agreement Page 4 of 8 5/31/2007
notice shall specifically state and identify those lamps and luminaries to be put out of
operation.
9.4 In the event Union County intends to reduce consumption by an amount greater than
50%, Union County shall notify Dublin of its intention in writing, and in that event, this
Agreement shall be renegotiated.
SECTION 10: FORCE MAJEURE
10.1 If either Party is rendered unable by a Force Majeure to carry out, in whole or part, its
obligations hereunder and such Party gives notice and full details of the event to the other
Party as soon as practicable after the occurrence of the event, then during the period of
such Force Majeure but for no longer period, the obligations of the Party affected by the
event (other than the obligation to make payments then due or becoming due with respect
to performance prior to the vent) shall be suspended and cancelled to the extent required.
The Party affected by the Force Majeure shall use all reasonable efforts to remedy the
Force Majeure as soon as is possible.
SECTION 11: GENERAL PROS-'ISIONS
11.1 This Agreement supersedes and terminates any and all prior Agreements for the purpose
of electrical energy in the Project area and contains the complete agreement of the Parties
with respect thereto. There are no other such Agreements or understandings, written,
oral, or implied. The terms, conditions and covenants of this Agreement shall insure to
the benefit of and bind the parties of their successors and assigns.
11.2 Either Party may, at any time during the term of this Agreement, request amendments or
modifications. Requests for amendments or modifications shall be in writing and shall
specify the requested changes and the justifications of such changes. Should the Parties
consent to modification of the Agreement, then an amendment shall be drawn, approved,
and executed in the same manner as the original Agreement.
11.3 Neither this Agreement nor any rights, duties, or obligations described herein shall be
assigned by either Party hereto without the prior express written consent of the other
Party.
11.4 This Agreement and any claims arising out of this Agreement shall be governed by the
laws of the State of Ohio. Any provision of this Agreement prohibited by the law of
Ohio shall be deemed void and of no effect. Any litigation arising out of or relating in
any way to this Agreement or the performance thereunder shall be brought only in the
courts of Ohio, and Dublin hereby irrevocably consents to such jurisdiction. To the
extent that Union County is a party to any litigation arising out of or relating in any way
to this Agreement or the performance thereunder, such an action shall be brought only in
a court of competent jurisdiction in Union County, Ohio.
11.5 Dublin agrees to comply with all applicable state and federal laws regarding drug-free
workplace. Dublin shall make a good faith effort to ensure that all Dublin employees,
Street Light Agreement Page 5 of 8 5/31/2007
while working on Union County property, will not purchase, transfer, use or possess
illegal drugs or alcohol or abuse prescription drugs in any way.
11.6 Dublin agrees to comply with Section 125.111 of the Ohio Revised Code.
11.7 Any person executing this Agreement in a representative capacity hereby warrants that
he/she has been duly authorized by his/her principal to execute this Agreement on such
principal's behalf.
11.8 All notices to be given under this Agreement shall be in writing and mailed by certified
mail to:
Union County Engineer's Office
Attn: Steve Stolte, PE/PS
233 West Sixth Street
Marysville, Ohio 43040
City of Dublin
Attn: Paul A. Hammersmith, PE
Director of Engineering/City Engineer
5800 Shier-Rings Road
Dublin, Ohio 43016
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officials as of the last date below.
UNION COUNTY COMMISSIONERS
BY:
BY":
BY:
DATE:
CITY OF DUBLIN, OHIO
BY:
Jane S. Brautigam, City Manager
DATE:
APPRO~jED AS TO FORM
City of Dublin Law Director
Street Light Agreement Page 6 of 8 5/31/2007
OPERATING 11~ZEMOR~NDLJM
A. Authorized Representative
UNION COUNTY:
1.1 The official representative authorized to negotiate and sign this Agreement and
authorized to sign Addendums shall be the Union County Commissioners.
DUBLIN
1. The official representative authorized to negotiate and sign this Agreement and
authorize to sign Addendums shall be the City Mana eg r, City of Dublin
B. Initial Inventory Procedure
See Attachment #1 for mutually agreed beginning inventory for the first year of this
agreement.
C. Procedure for Adding or Deleting Lim tines
After Attachment 1 showing the number and sizes of units has been finalized, any future
additions or deletions shall be accounted for through the use of an addendum, a copy of
which is attached. Upon execution of an addendum, future billing shall reflect the
changes made.
May 31, 2007
ATTACHMENT #1
There are fourteen (14) street lights located along relocated Industrial Parkway, north of SR 161.
COOPERATIVE INFRASTRUCTURE AGREEMENT
HYLAND-CROP ROAD AND INDUSTRI ~L PARK«'AY
THIS COOPERATIVE INFRASTRUCTURE AGREEMENT (the "Agreement") dated
2007, by and between the CITY OF DUBLIN, OHIO ("Dublin"), a
municipal corporation duly organized and validly existing under the Constitution and laws of the
State of Ohio (the "State") and its Charter, and UNION COUNTY, OHIO ("Union County", and
collectively with Dublin, the "Parties"), a county duly organized and validly existing under the
laws of the State of Ohio.
WITNESSETH:
WHEREAS, the Parties have determined that it would be in the best interests of Dublin
and Union County to construct certain improvements to Hyland-Croy Road and Industrial
Parkway in Union County as described in Exhibit A;
WHEREAS, the Parties have determined that it would be in the best interests of Dublin
and Union County to provide for the efficient and coordinated development of the infrastructure
improvements;
WHEREAS, Dublin and Union County desire to enter into a Cooperative Infrastructure
Agreement, to provide for the construction of various roadway and associated infrastructure
improvements;
WHEREAS, the Parties have determined that it would be in the best interests of Dublin
and Union County that Dublin oversee and coordinate the design and construction of the
improvements; and
WHEREAS, the Parties have agreed that Union County will, if approved by the Ohio
Department of Development, contribute the funds it is slated to receive from the Ohio
Department of Development towards the cost of construction of the improvements.
NOW THEREFORE, the Parties covenant, agree and obligate themselves as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Unless otherwise defined herein, words and terms used in this
Agreement with initial capital letters shall have the meanings set forth in this Section 1.1.
"Agreement" means this Cooperative Infrastructure Agreement by and between Dublin
and Union County, as duly amended or supplemented from time to time in accordance with its
terms.
"Agreement Term" means the period commencing with the execution and delivery of this
Agreement and ending on the Termination Date.
Page 1 of 12
"Authorized Dublin Representative" means initially the City Engineer of Dublin. Dublin
may from time to time provide a written certificate to Union County signed on behalf of Dublin
by the City Manager designating an alternative or alternates who shall have the same authority,
duties and powers as the initial Authorized Dublin Representative.
"Authorized Union County Representative" means initially the Union County Engineer.
Union County may from time to time provide a written certificate to Dublin signed on behalf of
Union County by the County Engineer designating an alternative or alternates who shall have the
same authority, duties and powers as the initial Authorized Union County Representative.
"Infrastructure Agreement" means this Agreement.
"Completion Date" means the date specified in a certificate given pursuant to Section 2.5
of this Agreement.
"Contractor" means the Contractor(s) selected by Dublin to perform and complete the
construction of the Infrastructure Improvements.
"Construction Documents" means the detailed construction documents for the
Infrastructure Improvements including, without limitation, working drawings, plans and
specifications for the Infrastructure Improvements together with a construction schedule on file
with and approved by the Authorized Dublin Representative on behalf of Dublin, as the same are
approved by the Authorized Union County Representative on behalf of Union County, and as
may be revised or supplemented from time to time with the approval of the Authorized Dublin
Representative and the Authorized Union County Representative.
"Construction Perioa"' means the period beginning with the commencement of the
construction of the Infrastructure Improvements and ending on the Completion Date thereof.
"Consultant" means the Consultant(s) selected by Dublin to perform and complete the
design of the Infrastructure Improvements.
"Cost of Work" means the total consideration paid or to be paid for the design,
construction and installation of the Infrastructure Improvements pursuant to Article II, and,
except as otherwise provided herein, including the costs of any easements or rights-of--way
necessary for the construction of the Infrastructure Improvements.
"Event ofDefault" means an Event of Default under Section 4.1 of this Agreement.
"Extraordinary Construction Event" means an extraordinary, unforeseen, unforeseeable,
unanticipated construction condition which is outside the scope of Dublin's contract with the
Contractor and increases the Cost of the Work but is an essential prerequisite or component for
the Completion of the Infrastructure Improvements. Any Extraordinary Construction Event, in
addition to being unforeseen, unforeseeable and unanticipated, shall further be non-cosmetic,
Page 2 of 12
non-voluntary, and not caused or compelled by variables including but not limited to inflation,
schedule issues, contractor errors, engineering errors or other mistakes or omissions.
"ForceMajeure" means acts of God, fires, epidemics, landslides, floods, strikes, lockouts
or other industrial disturbances; acts of public enemies; acts or orders of any kind of any
governmental authority; insurrections; riots; civil disturbances; arrests; explosions; breakage or
malfunctions of or accidents of machinery; transmission piles or canals; partial or entire failures
of utilities; shortages of labor, materials, supplies or transportation; lightning, earthquakes,
hurricanes, tornadoes, storms or droughts; periods of unusually inclement weather or excessive
precipitation; or any cause or event (other than financial inability) not reasonably within the
control of the Parties.
"Infrastructure Inzprovetnents" means those improvements to Hyland-Croy Road and
Industrial Parkway as further described in Exhibit A of this Agreement.
"NoticeAddress" means:
(a) As to Dublin:
City of Dublin, Ohio
5804 Shier-Rings Road
Dublin, Ohio 43016-7295
Attention: Director of Engineering
(b) As to Union County:
Union County, Ohio
Attention: County Engineer
233 West Sixth Street
Marysville, Ohio 43040
or a different address as to which notice is given pursuant to Section 5.1 of this Agreement.
"Person" shall mean an individual, a corporation, a partnership, an association, a limited
liability company, a joint stock company, a joint venture, a trust, an unincorporated organization,
or a government or any agency or political subdivision thereof.
"State" means the State of Ohio, one of the United States of America.
"YYork" means the construction of the Infrastructure Improvements.
Section 1.2 Certain Words Used Herein; References. Any reference herein to Dublin
or Union County, any members or officers thereof, or other public boards, commissions,
departments, institutions, agencies, bodies or other entities, or members or officers thereof,
includes without limitation, entities or officials succeeding to their respective functions, duties or
responsibilities pursuant to or by operation of law or performing their functions lawfully.
Page 3 of 12
Any reference to sections or provisions of the Constitution of the State, the Act, a section,
provision or chapter of the Ohio Revised Code, federal or State laws includes without limitation,
that section, provision or chapter, or those laws or regulations, as amended, modified, revised,
supplemented or superseded from time to time.
Words of any gender include the correlative words of any other gender. Unless the
context indicates otherwise, words importing the singular number the plural number, and vice
versa. The terms "hereof ', "herein", "hereby", "hereto", and "hereunder", and similar terms,
refer to this Agreement; and the term "hereafter" means after, and the term "heretofore" means
before the date of delivery of this Agreement.
ARTICLE II
CONSTRUCTION OF THE INFRASTRUCTURE IMPROVEMENTS
Section 2.1 General Considerations. In consideration of the commitment of Dublin to
design and construct the Infrastructure Improvements, Union County agrees to finance a portion
of Cost of Work, which shall consist of the funds it is slated to receive from the Ohio
Department of Development.
Section 2.2 Construction of the Infrastructure Improvements. Dublin covenants and
agrees that it will contract for the design, engineering and construction of the Infrastructure
Improvements in its name with a contractor or contractors, and Union County covenants and
agrees to the design, engineering and construction of the Infrastructure Improvements by Dublin.
(a) Dublin covenants and agrees:
(1) to hire and manage the consultant for the Infrastructure Improvements;
(2) to bid, inspect and manage the construction of the Infrastructure
Improvements;
(3) to acquire and pay the costs associated with the right-of--way and
easements required for the Infrastructure Improvements;
(4) to make, execute, acknowledge and deliver any contracts, orders, receipts,
writings and instructions hereafter delivered, and do all other things which
may be necessary or advisable for the construction, improvement and
equipping of the Infrastructure Improvements, all in conformity with all
applicable governmental laws, rules and regulations;
(5) pursuant to the provisions of this Agreement, to provide for the payment
of all fees, costs and expenses incurred in the construction, improvement
and equipping of the Infrastructure Improvements;
Page 4 of 12
(6) to the extent commercially reasonable, to ask for, demand, sue for, levy
upon, recover and receive all sums of money, indebtedness and other
demands whatsoever which may be due, owing or payable to Dublin under
the terms of each contract, agreement, obligation, bond, performance
security, order and receipt in connection with the construction,
improvement and equipping of the Infrastructure Improvements and to
enforce the provisions of each contract, agreement, obligation, bond,
performance security, order and receipt in connection therewith;
(7) to obtain adequate right-of--way for the 2030 improvements; and
(8) to provide Union County the opportunity to participate in, comment on
and approve Infrastructure Improvement designs.
(b) Union County covenants and agrees:
(1) to provide Ohio Department of Development funds slated for the
Industrial Parkway and State Route 161 Intersection Improvements within
thirty (30) days of receipt of such funds;
(2) to reimburse Dublin those costs related to street light maintenance and
enter into a separate street light maintenance agreement with Dublin;
(3) to maintain the public Infrastructure Improvements within Union County
included in the Agreement in perpetuity including but not limited to; snow
removal, street sweeping, roadway maintenance, stormsewer maintenance,
pavement markings and signage, landscaping maintenance and litter
removal.
Section 2.3 Hyland-Croy Road Infrastructure Improvements include:
(a) Phase 1 -completed by end of 2010.
(i) hybrid roundabout at intersection with Post Road;
(ii) curb and gutter;
(iii) street lighting only at intersection with Post Road;
(iv) right-of--way for pedestrian paths;
(v) appropriate stormwater drainage facilities;
(vi) NPDES post-construction BIVIPs to the level required by Union County;
and
(vii) appropriate traffic signage and striping.
(b) Phase 2 -completed by end of 2025.
(i) additional south bound right turn lane;
(ii) additional west bound right turn lane;
(iii) appropriate stormwater drainage facilities;
Page5of12
(iv) NPDES post-construction BMPs to the level required by Union County;
and
(v) appropriate traffic signage and striping.
Section 2.4 Industrial Parkway Road Infrastructure Improvements include:
(a) Phase 1 -completed by end of 2409.
(i) relocation of Industrial Parkway to the west as depicted in Exhibit A;
(ii) a hybrid roundabout at the intersection with State Route 161;
(iii) a two-lane roundabout for the first full access point on Industrial Parkway
north of State Route 161;
(iv) a median between the two roundabouts;
(v) two lanes in both north and south bound directions;
(vi) appropriate tnerging of the four lane section to the existing roadway north
of the second roundabout;
(vii) street lights at both roundabouts and between them;
(viii) a two-lane connection to the existing alignment of Industrial Parkway;
(ix) a hammerhead and cul-de-sac turnarounds at the north and south ends of
the existing portion of Industrial Parkway;
(x) appropriate stormwater drainage facilities;
(xi) NPDES post-construction BMPs to the level required by Union County;
and
(xii) appropriate traffic signage and striping.
(b) Phase 2 -completed by end of 2025 (Union County and Dublin shall consider
entering into a future agreement for cost-sharing for these improvements).
(i) additional south bound lane at State Route 161;
(ii) reconfigure the western portion of the roundabout at State Route 161 for
lane alignment;
(iii) appropriate stormwater drainage facilities;
(iv) NPDES post-construction BI1~IPs to the level required by Union County;
and
(v) appropriate traffic signage and striping.
Section 2.5 Completion Date and Certifications.
(a) Dublin shall exercise its best efforts to cause the Infrastructure Improvements to
be substantially complete on or before the dates set forth in Sections 2.3 and 2.4.
Consistent with such covenant, the Parties agree to cooperate hereunder in order
that. the Infrastructure Improvements may be substantially complete on or before
such date.
(b) The Parties agree that such completion dates may be extended by mutual written
agreement of the Authorized Dublin Representative and the Authorized Union
County Representative.
Page 6 of 12
ARTICLE III
FURTHER PROVISIONS RELATING TO THE CONSTRUCTION
OF THE INFRASTRUCTURE IMPROVEMENTS
Section 3.1 Construction Documents. Dublin covenants and agrees that the
construction, improvement and equipping of the Infrastructure Improvements will be
accomplished in accordance with the Construction Documents as approved by the Authorized
Union County Representative, as those Construction Documents may be revised or supplemented
from time to time, provided such revisions or supplements are approved by the Authorized
Dublin Representative and the Authorized Union County Representative. Objection and/or
revisions shall be provided by the Authorized Union County Representative to Dublin within
thirty (30) days of delivery of such plans, or such plans shall be deemed approved.
Section 3.2 Plans for Roadway. Dublin will ensure the completion of the Plans and
Specifications for the Infrastructure Improvements.
(a) Preliminary plans for the Infrastructure Improvements shall be completed and
submitted to the Authorized Union County Representative for review and
reasonable approval. Final plans for the Infastructure Improvements shall be
completed and submitted to the Authorized Union County Representative for
review and reasonable approval on or before bidding advertisement of the
Construction Contract. Objection and/or revisions shall be provided by the
Authorized Union County Representative to Dublin within thirty (30) days of
delivery of such plans, or such plans shall be deemed approved.
(b) The Parties agree that Dublin may request and receive bids on the Infrastructure
Improvements in one or more packages.
Section 3.3 Traffic Control Requirements. Dublin shall be responsible for ensuring
the provision, through contractors or otherwise, of all traffic control devices, flaggers and police
officers required to properly and safely maintain traffic during the construction of the
Infrastructure Improvements and coordinating traffic control with the special duty officers
neighboring companies currently employ to direct traffic at the end of each work day. All traffic
control devices shall be furnished, erected, maintained and removed in accordance with the
"Ohio Manual of Traffic Control Devices for Construction and Maintenance Operation."
Section 3.4 Public Use. Dublin and Union County agree that, upon satisfactory
completion of the Infrastructure Improvements in accordance with this Agreement, such
Infrastructure Improvements shall be dedicated and accepted by Dublin and Union County for
public use within their perspective communities.
Page 7 of 12
ARTICLE IV
EVENTS OF DEFAULT AND REMEDIES
Section 4.1 Events of Default and Remedies.
(a) Except as otherwise provided in this Agreement, in the event of any default in or
breach of this Agreement, or any of its terms or conditions, by either Party hereto,
or any successor to such Party, such party of successor shall, upon written notice
from the other, proceed promptly to cure or remedy such default or breach. In
case such remedial action is not taken or not diligently pursued with in thirty (30)
days of such written notice, the Party asserting default or breach may institute
such proceedings at law or in equity as may be necessary or desirable in its
opinion to remedy such default or breach.
(b) Notwithstanding the preceding paragraph, if by reason of Force Majeure any
Party fails in the observance or performance of any of its agreements, duties or
obligations to be observed or performed under this Agreement, the Party shall not
be deemed to be in default under this Agreement. The Party will give notice
promptly to the others of any event of Force Majeure and will use its best efforts
to remedy that event with all reasonable dispatch; provided that a Party will not be
required to settle strikes, lockouts or other industrial disturbances by acceding to
the demands of any opposing Person, when in that Party's judgment, that course
would be unfavorable to it; and no suspension will constitute an Event of Default
if that suspension is a result of the application of federal or State wage, price or
economic stabilization controls, cost containment requirements, restrictions on
rates or charges, which prevents the Party from observing and performing the
applicable covenant, agreement or obligation.
(c) The declaration of an Event of Default hereunder and the exercise of rights,
remedies and powers upon the declaration are subject to any application
limitations of federal or bankruptcy law affecting or precluding the declaration or
exercise during the pendency of or immediately following any bankruptcy,
liquidation or reorganization proceedings.
Section 4.2 No Remedy Exclusive. Unless provided expressly otherwise herein, no
right, remedy and power conferred upon or reserved to either Party under this Agreement is
intended to be exclusive of any other available right, remedy or power, but each right, remedy
and power shall be cumulative and concurrent and shall be in addition to every other right,
remedy and power available under this Agreement or existing at law, in equity or by statute or
otherwise now or hereafter.
No exercise, beginning of the exercise, or partial exercise by either Party of any one or
more rights, remedies or powers preclude the simultaneous or later exercise by that Party of any
or all rights, remedies or powers. No delay or omission in the exercise of any right, remedy or
power accruing upon any Event of Default hereunder shall impair that or any other right, remedy
or power of shall be construed to constitute a waiver of any Event of Default hereunder, but any
Page 8 of 12
right, remedy or power may by exercised from time to time and as often as may be deemed to be
expedient.
Section 4.3 No Additional Waiver Implied by One Waiver. In the event that any
covenant, agreement or obligation under this Agreement shall be breached by either Union
County or Dublin and the breach shall have been waived thereafter by Union County or Dublin,
as the case may be, the waiver shall be limited to the particular breach so waived and shall not
be deemed to waive any other or any subsequent breach thereafter.
No failure by either Party to insist upon the strict observance or performance by the other
Party of any covenant, agreement or obligation under this Agreement and no failure to exercise
any right, remedy or power consequent upon a breach thereof, shall constitute a waiver of any
right to strict observance or performance or a waiver of any breach. No express waiver shall be
deemed to apply to any other breach or to any existing or subsequent right to remedy the breach.
Section 4.4 Waiver of Appraisement, Valuation and Other Laws. In the event that
there is an Event of Default under this Agreement and the defaulting Party does not contest the
existence of the Event of Default, the defaulting Party covenants and agrees to waive, and waives
hereby, the benefit of all appraisement, valuation, stay, extension or redemption laws in force
from time to time, all right of appraisement and redemption to which it may be entitled, and all
rights of marshaling all to the extent that the defaulting Party may effect that waiver lawfully.
Neither the defaulting Party, nor anyone claiming through it, shall set up, claim or seek to take
advantage of any of those laws of rights.
Section 4.5 Right to Observe and Perform Covenants, Agreements and Obli atm. If
Dublin shall fail to observe or perform any covenant, agreement or obligation, under this
Agreement, without demand upon Dublin and without waiving or releasing any covenant
agreement, obligation or Event of Default, upon thirty (30) days' written notice to Dublin, Union
County may observe or perform that covenant, agreement or obligation for the account of Dublin
provided that Union County shall have no obligation to take any of those actions.
Section 4.6 Provisions Subject to Applicable Law. All rights, remedies and powers
hereunder may be exercised only to the extent permitted by applicable law. Those rights,
remedies and power are intended to be limited to the extent necessary so that they will not
render this Agreement invalid, unenforceable or not entitled to be recorded, registered or filed
under any applicable law.
ARTICLE V
MISCELLANEOUS
Section 5.1 Notices. Except as otherwise specifically set forth in this Agreement,
notices, demands, requests, consents or approvals given, required or permitted to be given
hereunder shall be in writing and shall be deemed sufficiently given if actually received or if
hand-delivered or sent by recognized, overnight delivery service or by certified mail, postage
Page 9 of 12
prepaid and return receipt requested, addressed to the other Party at the address set forth in this
Agreement or any addendum to or counterpart of this Agreement, or to such other address as the
recipient shall have previously notified the sender of in writing, and shall be deemed received
upon actual receipt, unless sent by certified mail, in which event such notice shall be deemed to
have been received when the return receipt is signed or refused. A duplicate copy of each notice,
certificate, request or other communication given hereunder to Dublin or Union County shall be
given also to the others. The Parties, by notice given hereunder, may designate any further or
different addresses to which subsequent notices, certificate, requests or other communications
shall be sent.
Section 5.2 Extent of Provisions Re ag rding Dublin and Union County; No Personal
Liability. No representation, warranty, covenant, agreement, obligation or stipulation contained
in this Agreement shall be deemed to constitute a representation, warranty, covenant, agreement,
obligation or stipulation of any present or future trustee, member, officer, agent or employee of
Dublin or Union County in an individual capacity, and to the extent authorized and permitted by
applicable law, no official executing or approving Dublin or Union County's participation in this
Agreement shall be liable personally under this Agreement or be subject to any personal liability
or accountability by reason of the issuance thereof.
Section 5.3 Binding Effect. This Agreement shall inure to the benefit of and shall be
binding upon the Parties, and their respective permitted successors and assigns.
The Parties will observe and perform faithfully at all times all covenants, agreements and
obligations under this Agreement.
Section 5.4 Execution Counterparts. This Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which shall constitute but
one and the same agreement. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
Section 5.5 Severability. In case any section or provision of this Agreement, or any
covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken,
or any application thereof, is held to be illegal or invalid for any reason,
(a) that illegality or invalidity shall not affect the remainder hereof or thereof, any
other section or provision hereof, or any other covenant, agreement, obligation or
action, or part thereof, made, assumed, entered into or taken, all of which shall be
construed and enforced as if the illegal or invalid portion were not contained
herein or therein,
(b) the illegality or invalidity or any application hereof or thereof shall not affect any
legal and valid application hereof or thereof, and
(c) each section, provision, covenant, agreement, obligation or action, or part thereof,
shall be deemed to be effective, operative, made, assutned, entered into or taken
in the manner and to the full extent permitted by law.
Page 10 of 12
Section 5.6 Captions. The captions and headings in this Agreement are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Agreement.
Section 5.7 Governing Law and Choice of Forum. This Agreement shall be governed
by and construed in accordance with the laws of the State. All claims, counterclaims, disputes
and other matters in question between Dublin, its agents and employees, and Union County, its
agents and employees, arising out of or relating to this Agreement or its breach will be decided in
court of competent jurisdiction within the State.
Section 5.8 Survival of Representations and Warranties. All representations and
warranties of Union County and Dublin in this Agreement shall survive the execution and
delivery of this Agreement.
IN WITNESS WHEREOF, Dublin and Union County have caused this Agreement to be
executed in their respective names by their duly authorized representatives, all as of the date first
written above.
CITY OF DUBLIN, OHIO
By:
Printed:
Title:
Approved as to Form:
By:
Printed:
Title: Law Director
UNION COUNTY, OHIO
By
By
By
I hereby approve the form and
correctness of the foregoing
contract , 2007.
Union County Prosecuting Attorney
Page 11 of 12
EXHIBIT A
Infrastructure Improvements
"Infrastructure Improvements" means and includes but is not limited to the following:
(1) Roadway improvements to Hyland-Croy Road and Industrial Parkway.
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Page 12 of 12