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Beaverton ~ IG177001 ~ Barrows Road Cooperative Maintenance Agreement !'170° BARROWS ROAD CITY OF BEAVERTON AND CITY OF TIGARD COOPERATIVE MAINTENANCE AGREEMENT THIS COOPERATIVE MAINTENANCE AGREEMENT("Agreement")is entered into pursuant ORS 190.003 to ORS 1go.11oo, by and between the City of Beaverton ("BEAVERTON") and the City of Tigard ("TIGARD") both municipal corporations and each a "Party" and collectively the "Parties." This Agreement is effective as of the date the last party signs the Agreement. RECITALS WHEREAS, the Barrows Road right of way from the Bonneville Power right of way, east to the intersection with Scholls Ferry Road,and from Roshak Road to the juncture of where Barrows fully enters Beaverton city limits, is within both Parties'city limits WHEREAS, the Parties agree that it is in the public's best interest that one jurisdiction manage and maintain the entire Barrows right ofwayfrom its westerly intersection with Scholls Ferry Road eastto its easterly intersection with Scholls Ferry Road,as generally depicted in Exhibit 1. WHEREAS, because a significant portion of the Barrows right of way is entirely within BEAVERTON city limits and managed and maintained by BEAVERTON, BEAVERTON also desires to be the jurisdiction that provides the management and maintenance of the shared portion of the Barrows right of way,from the Bonneville Power right of way,east to the intersection with Scholls Ferry Road and from Roshak Road east to the portion of Barrows Road that fully enters the Beaverton city limits.. AGREEMENT NOW,THEREFORE,the Parties hereto agree as follows: 1. By December of each year, BEAVERTON shall present a budget to TIGARD for all maintenance activity expected during the coming fiscal year relating the shared portion of the Barrows right of way described above and depicted on the attached map(Exhibit 1),TIGARD shall have one month to review the proposed budget and to negotiate any desired reductions or ask for additions. Said reductions shall be limited to discretionary work that can be delayed without creating an increase in overall cost or create safety or functional problems. TIGARD shall budget for the agreed upon maintenance in the amount of 11o%of the anticipated cost to allow for contingencies. z. BEAVERTON will plan for and provide street, bridge and culvert maintenance as needed within the full right of way of Barrows Road as per BEAVERTON's adopted standards for such work, except as specifically provided otherwise in this Agreement. Maintenance will include paving, striping, rock shoulder, signage, sweeping, street lighting, traffic signals, bridge and culvert maintenance vandalism repair, snow removal, and street tree maintenance. Sidewalks and curb ramps will be maintained by each city on their respective side of the road. Nothing in this Agreement should be construed to transfer maintenance jurisdictional responsibility for PGE maintained lights. 3. BEAVERTON will provide mandated inspections for the pedestrian bridge generally located adjacent to the Barrows road bridge closest to Barrows'easterly intersection with Scholls Ferry Road. 4. BEAVERTON shall provide plan review, collect permit fees, issue permits, conduct construction inspections and maintain "as built"and project files for all construction projects within the Barrows right of way. All work associated with these construction projects shall be done to BEAVERTON's adopted standards.The cost of all work related to this item shall be borne by BEAVERTON. 5. When a new driveway or street is proposed in TIGARD that will intersect with Barrows Road,TIGARD shall direct the applicant to obtain BEAVERTON'S approval,which will not be unreasonably withheld unless there is code conflict or traffic safety issue identified. 6. For any maintenance activity that BEAVERTON performs in the shared portion of the Barrows right of way, from the Bonneville Power right of way, east to the intersection with Scholls Ferry Road, BEAVERTON will invoice TIGARD for 5o% of BEAVERTON's actual costs incurred for that work, minus the costs incurred pursuant to Section 4 above, and provide TIGARD a detailed accounting of that work by maintenance activity and general ledger expense no later than zo days after a quarter fiscal year. Payment on any such invoice shall be due and payable to BEAVERTON within 45 days after submittal by BEAVERTON unless disputed. Notwithstanding, for unanticipated maintenance not previously budgeted for by TIGARD,the 45 days for payment to BEAVERTON shall be reasonably extended to obtain approval from TIGARD's city council. BEAVERTON shall obtain TIGARD's approval prior to exceeding the Zo%contingency. 7. TIGARD shall be responsible for the cost and performance of any maintenance or repair of the pedestrian bridge generally located adjacent to the Barrows road bridge closest to Barrows'easterly intersection with Scholls Ferry Road.This is the same bridge Beaverton inspects that is listed in item 3 above. 8. Nothing in this Agreement shall be construed to affect the ownership, maintenance, and permitting and inspection responsibilities of storm,sanitary and water utilities within the Barrows right of way. g. The Parties shall work together to coordinate future utility corridor needs in order to best utilize the available right of way. In the event of a dispute on this issue, the jurisdiction that controlled the disputed right of way priorto Beaverton Ordinance 4568 shall prevail. i.o. This Agreement is limited to right of way maintenance and shall not include capital improvement projects or major repairs,which may be addressed in separate agreements as necessary. Because the Parties have different thresholds and definitions for what constitutes a capital improvement project and may have different ranking priorities,they agree to consult and discuss any project that will likely exceed$5o,000 in cost. GENERAL PROVISIONS ii. LAWS OF OREGON.The Parties shall comply with all applicable laws and regulations regarding the handling and expenditure of public funds. This Agreement shall be construed and enforced in accordance with the laws of the State of Oregon. sz. DEFAULT.Time is of the essence in the performance of the Agreement.Any of the Parties shall be deemed to be in default if it fails to comply with any provisions of this Agreement. The non- defaulting party shall provide the other party with written notice of default and allow thirty(30)days within to cure the default. 13. INDEMNIFICATION. This Agreement is for the benefit of the Parties only. Each party agrees to indemnify and hold harmless the other Party,and the Party's officers, employees, and agents,from and against all claims, demands and causes of actions and suits of any kind or nature for personal injury,death or damage to property on account of or arising out of services performed,the omissions of services or in any way resulting from the negligent or wrongful acts or omissions of the indemnifying party and its officers, employees and agents. To the extent applicable, the above indemnification is subject to and shall not exceed the limits of liability of the Oregon Tort Claims Act (ORS 30.26o through 30.300). In addition, each party shall be solely responsible for any contract claims, delay damages or similar items arising from or caused by the action or inaction of the party under this Agreement. a. Each party shall promptly give the other written notice of any action or suit filed or any claim made against that party that may result in litigation or other contested proceedings arising out of or relating to the maintenance work that is the subject to this Agreement. b. Each party shall insure or self-insure and be independently responsible for the risk of its own liability for claims within the scope of the Oregon tort claims act(ORS 30.26o to 30.300). c. Each party shall be solely liable for third party claims arising from the actions of that party's officers, employees,agents and representatives. d. Each Party shall be solely liable for its employees'workers'compensation claims, regardless of which party is exercising supervision and control overthe project when the claim arises. 14. MODIFICATION OF AGREEMENT. No waiver, consent, modification or change of terms of this Agreement shall be binding unless in writing and signed by all Parties. 15. DISPUTE RESOLUTION.The Parties shall attempt to informally resolve any dispute concerning any party's performance or decisions under this Agreement, or regarding the terms, conditions or meaning of this Agreement. A neutral third party maybe used if the Parties agree to facilitate these negotiations. In the event of an impasse in the resolution of any dispute,the issue shall be submitted to the governing bodies of both Parties for a recommendation of resolution. 16. REMEDIES. Any party to this Agreement may institute legal action to cure, correct or remedy any default, to enforce any covenant or agreement herein, or to enjoin any threatened or attempted violation of this Agreement. All legal actions shall be initiated in Washington County Circuit Court. The Parties, by signature of their authorized representatives below, consent to the personal jurisdiction of that court. 17. EXCUSED PERFORMANCE. In addition to the specific provisions of this Agreement, performance by any party shall not be in default where delays or default is due to war, insurrection,strikes,walkouts, riots,floods,drought,earthquakes,fires,casualties,acts of God, governmental restrictions imposed or mandated by governmental entities other than the Parties, enactment of conflicting state or federal laws or regulations, new or supplementary environmental regulation, litigation or similar basis for excused performance that are not within the reasonable control to the party to be excused. 18. SEVERABILITY. If any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect,the validity, legality and enforceability of the remaining provisions of the Agreement will not be affected or impaired in any way. 19. INTEGRATION.This Agreement is the entire agreement of the Parties on its subject and supersedes any prior discussions or agreements regarding the same subject. 20. TERM OF AGREEMENT.The term of this Agreement shall be from its effective date until terminated by mutual consent of the Parties provided that TIGARD's payment obligation for any work commenced by BEAVERTON as provided for herein shall survive such termination. CITY OF BEAVERTON, OREGON CITY OF TIGARD, OREGON M or, City o EAVE / ON City Manager, City of TIGARD Date: Date: 17 Approved as to Form: Approved as to Form: City Attorney, BEAVERTON City A for y,TIGARD EXHIBIT3. SW Barrows Road right of way from its westerly intersection with Roshak Road east to where Barrows is entirely in Beaverton. Then starting again at Bonneville easement to its easterly intersection with Scholls Ferry Road Exhibit 1 T T1 01pjF9Y_pg - - r 41 & ALVORD LN 1 LN Is I hum Ft ` 61 `eucr alRp 1 q SOBOLIW Al il 008"Wlc a DR I - X ( SE LN� � f J r