2023-05-22_IGA TOWN-OF-GILBERT-ROADWAY-STANDARDS.PDF

DocuSign Envelope ID: 4081DE2B-0E22-4D64-9970-8825CBC7B001

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND THE TOWN OF GILBERT
FOR COORDINATION OF ROADWAY STANDARDS
RELATED TO PRIVATE DEVELOPMENTS
(C-64-__-__ -X-00)

This Intergovernmental Agreement (Master Agreement) is between the County of Maricopa, a
political subdivision of the State of Arizona (County), and the Town of Gilbert, a municipal
corporation (Town). The County and Town are collectively referred to as the Parties or
individually as a Party.

STATUTORY AUTHORIZATION

1. A.R.S. Section 11-251 and Sections 28-6701 ef. seq. authorizes the County to lay out,
maintain, control, and manage public roads within the County.

2. A.R.S. Sections 11-951 et. seq. authorizes public agencies to enter into Intergovernmental
Agreements for the provision of services or for joint or cooperative action.

3. A.R.S. Section 9-240 and Sections 9-276 et. seg. authorizes the Town to lay out and
establish, regulate, and improve streets within the Town and to enter into this Agreement.

DURATION

4. This Master Agreement shall become effective as of the date it is approved by the
governing bodies of the Parties and remains in full force and effect until terminated by
either Party for any reason upon furnishing the other Party with written notice at least thirty
(30) days prior to the effective termination date.

BACKGROUND

5. When private developments occur within the jurisdiction of a Town, the roadways are
generally required to be designed and constructed to meet the Town’s Standards.
Similarly, when private developments occur within the jurisdiction of a County, the
roadways are generally required to be designed and constructed to meet the County’s
standards.

6. There are instances where a development site is in a Town's jurisdiction and adjacent
roadways to be constructed by the developer are located in the County’s jurisdiction. In
such cases, the adjacent roadways are normally required to meet County standards.

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10.

However, if the Town is planning to annex the adjacent roadways, and the Town is willing
to commit to the annexation within a reasonable time frame, it may be reasonable to
consider allowing the adjacent roadways to be designed and constructed to Town
standards.

PURPOSE OF THE AGREEMENT

The purpose of this Master Agreement is to authorize the County Transportation Director
(or designee) and the Town Manager (or designee) to enter into Letters of Agreement
(LOAs) to allow the application of Town standards on development-related roadways in
County jurisdiction under terms provided under this Master Agreement.

TERMS OF THE AGREEMENT
Responsibilities of the County:

8.1 The County Transportation Director or designee may, in coordination with the
Town Manager or designee, determine roadways suitable for an LOA and enter
into LOAs with the Town for the purposes authorized in this Master Agreement.

8.2 The County Transportation Director or designee may agree to amend the LOA, in
writing, as provided in Paragraph 13 of this Master Agreement.

8.3. The County Transportation Director or designee shall retain appropriate files
related to any LOA entered into under the authority of this Master Agreement until
all terms provided in the Master Agreement and the pertinent LOA have been
satisfied or as otherwise required by law.

Responsibilities of the Town:

9.1 The Town Manager or designee may, in coordination with the County
Transportation Director or designee, determine roadways suitable for an LOA and
enter into LOAs with the County for the purposes authorized in this Master
Agreement.

9.2 The Town Manager or designee may agree to amend the LOA, in writing, as
provided in Paragraph 13 of this Master Agreement.

9.3. The Town Manager or designee shall retain appropriate files related to any LOA
entered into under the authority of this Master Agreement until all terms provided
in the Master Agreement and the pertinent LOA have been satisfied or as
otherwise required by law.

TERMS OF THE LOA FOR EACH PARTY

Each LOA entered into under the authority of this Agreement shall include the following
provisions:

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11.

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10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

A statement/recital that the subject LOA is subject to the terms and conditions of
this Master Agreement.

A description of the proposed development and the jurisdiction in which it is
located.

A list of the roadways included in the development or otherwise impacted by the
development.

A map and legal description, prepared by the Town and approved by the County,
depicting the roadways in the development, or otherwise impacted by the
development shall be attached as an exhibit(s) to the respective LOA. County
roadways that are not intended to be annexed shall not be subject to this
Agreement.

A statement that the Town commits to the annexation of the subject roadways,
including all operation and maintenance responsibilities of the subject roadways,
upon substantial completion of such roadways.

A statement that the roadways will be designed and constructed to Town
standards.

A statement that the Town will assume responsibility for plan review, permitting,
inspections, and traffic control for the listed roadways to be annexed. The Town
shall ensure that the appropriate liability insurance and project bonding
(assurance) are in place. The insurance shall list Maricopa County as “Additional
Insured” and regardless of the form, the project bonding shall require written
confirmation of the satisfaction of Maricopa County that project requirements
have been met before the assurance may be released.

A statement that the County will assume responsibility for plan review, permitting,
inspections, and traffic control for the roadways outside the proposed area to be
annexed into the Town. A statement that the Town shall not be responsible or
liable for roadways in the County outside of the proposed annexed area shall be
included in the LOA, if applicable.

Other terms as may be deemed necessary by the County Transportation Director
(or designee) and the Town Manager (or designee).

After the County Transportation Director or designee and the Town Manager or designee
enter into an LOA, if unexpected or unforeseen circumstances arise that warrant an
amendment to an LOA, the County Transportation Director or designee and the Town
Manager or designee may agree to amend the LOA, in writing.

Nothing in any LOA shall be interpreted to enlarge or expand the County's or the Town’s
authority.

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13.

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GENERAL TERMS AND CONDITIONS

To the extent permitted by law, each Party will indemnify, defend and save the other Party
harmless, including any of the Party’s departments, agencies, officers, employees, elected
Officials, or agents, from and against all liability, loss, expense, damage or claim of any
nature whatsoever which is caused by any activity, condition or event arising out of the
performance or nonperformance by the indemnifying Party of any of the provisions of this
Master Agreement, and each of the respective LOAs authorized by this Agreement
including but not limited to injuries or death of persons or damages to or destruction of
property. In the event of an action, the damages which are the subject of this indemnity
shall include costs, expenses of litigation, and reasonable attorney’s fees.

This Master Agreement shall become effective as of the date it is executed by all the
governing bodies of the Parties and shall remain in full force and effect until all stipulations
previously indicated have been satisfied,

This Master Agreement may be amended only upon written Agreement by all Parties.
This Master Agreement is subject to the provisions of A.R.S. § 38-511.

The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further
acknowledge that:

It shall be a material breach of this Agreement for a Party to fail to observe or
perform any of the material covenants, conditions or provisions of this Agreement,
where such failure shall continue for a period of thirty (30) days after the non-
defaulting Party provides the defaulting Party with written notice of such failure;
provided, however, that such failure shall not be a Default if the defaulting Party has
commenced to cure the Default within such thirty (30) day period and thereafter is
diligently pursuing such cure to completion. The total aggregate cure period shall
not exceed ninety (90) days unless the Parties otherwise agree in writing. In the
event of Default, the non-defaulting Party, at its option, may terminate this Master
Agreement without waiving any available remedies at law or in equity.

All notices required under this Master Agreement to be given in writing shall be sent to:
County:

Maricopa County Department of Transportation
Attn: Intergovernmental Relations Branch

2901 W. Durango Street

Phoenix, Arizona 85009

Town of Gilbert

Attn: Town Manager

50 E. Civic Center Drive
Gilbert, Arizona 85296

Either Party may by written notice to the other specify a different address for notice. All
notices required or permitted by this Master Agreement or applicable law shall be in writing
and may be delivered in person (by hand or courier) or may be sent by regular or certified

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mail or U.S. Postal Service Express Mail, with postage prepaid, or by commercial delivery
service performed with receipt. Any notice sent by certified mail, return receipt requested,
shall be deemed given on the date of delivery shown on the receipt card, or if no delivery
date is shown, the postmark thereon. If sent by regular mail, the notice shall be deemed
given 72 hours after the notice is addressed as required in this paragraph and mailed with
postage prepaid. Notices delivered by the United States Express Mail or overnight delivery
service that guarantees next-day delivery shall be deemed given 24 hours after delivery
of the notice to the Postal Service or courier for delivery.

Any funding provided for in this Master Agreement, other than in the current fiscal year, is
contingent upon being budgeted and appropriated by the governing bodies of the Parties
in such fiscal year.

This Master Agreement shall be construed as a whole and in accordance with its fair
meaning and without regard to any presumption or other rule requiring construction
against the party drafting this Master Agreement.

This Master Agreement cannot be modified or changed except by a written instrument
executed by all the Parties hereto.

The waiver by any Party of any right granted to it under this Master Agreement is not a
waiver of any other right granted under this Master Agreement, nor may any waiver be
deemed to be a waiver of a subsequent right obtained by reason of the continuation of
any matter previously waived.

Except as otherwise provided in this Master Agreement, all covenants, agreements,
representations, and warranties set forth in this Master Agreement or in any certificate or
instrument executed or delivered pursuant to this Master Agreement shall survive the
expiration or earlier termination of this Master Agreement for a period of one (1) year.

This Master Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute the same instrument.
Faxed, copied and scanned signatures are acceptable as original signatures.

The Parties will execute and/or deliver to each other such other instruments and
documents as may be reasonably necessary to fulfill the covenants and obligations to be
performed by such Party pursuant to this Master Agreement.

The venue for any claim arising out of or in any way related to this Master Agreement shall
be Maricopa County, Arizona.

This Master Agreement shall be governed by the laws of the State of Arizona.

End of Master Agreement - Signature Page Follows

DocuSign Envelope ID: 4081DE2B-0E22-4D64-9970-8825CBC7B001

IN WITNESS WHEREOF, the Parties have executed this Master Agreement.

GILBERT

Recommended by:

Vou

Town Manager

| Date
Approved and Accepted by:

| CTR S AGS a

| Mayer Date
Attest by:
Town Cl \) Date

APPROVAL OF TOWN ATTORNEY

The foregoing Master Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended,
by undersigned Counsel, who has determined that it is in proper form and within the powers and
authority granted to the Gilbert Town Council under the laws of the State of Arizona.

CL. Zn

Town Attorney /

DocuSign Envelope ID: 4081DE2B-0E22-4D64-9970-8825CBC7B001

IN WITNESS WHEREOF, the Parties have executed this Master Agreement.

MARICOPA COUNTY

Recommended by:

DocuSigned by:

Juss Guin, 4/3/2023

Jesse Gutierrez Date
Interim Transportation Director

Approved and Accepted by:

Chairman Date
Board of Supervisors

Attest by:

Clerk of the Board Date

APPROVAL OF DEPUTY COUNTY ATTORNEY

The foregoing Master Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended,
by the undersigned Deputy County Attorney, who has determined that it is in proper form and
within the powers and authority granted to the Board of Supervisors under the laws of the State

of Arizona.
‘DocuSigned by:

Wayue Puk 4/3/2023

Deputy County Attorney Date