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IGA FCD 2022A002 PCN296.01.20 Page 1 of 8 Flood Control District of Maricopa County 2801 West Durango Street Phoenix, Arizona 85009-6399 INTERGOVERNMENTAL AGREEMENT between the Town of Gilbert and the Flood Control District of Maricopa County for the Gilbert Storm Water Master Plan FCD 2022A002 Agenda Item _______________ This Agreement is entered into by and between the Town of Gilbert, a municipal corporation, acting by and through its Town Council, hereinafter called GILBERT, and the Flood Control District of Maricopa County, a political subdivision of the State of Arizona, acting by and through its Board of Directors hereinafter called the DISTRICT. This Agreement shall become effective as of the date it has been executed by all parties. STATUTORY AUTHORIZATION 1. The DISTRICT is empowered by Arizona Revised Statutes Section (A.R.S.) 48-3603, to enter into this Agreement and has authorized the undersigned to execute this Agreement on behalf of the DISTRICT. 2. GILBERT is empowered by A.R.S. Section 11-952 as amended, to enter into this Agreement and has authorized the undersigned to execute this Agreement on behalf of GILBERT. DocuSign Envelope ID: 0C07FF64-28E7-441D-AB33-E8301B60CFD1 DocuSign Envelope ID: 264F4886-589B-4495-9B2D-0E8488AC1F35 IGA FCD 2022A002 PCN296.01.20 Page 2 of 8 BACKGROUND 3. The Gilbert Storm Water Master Plan (STUDY) will develop a comprehensive Storm Water Master Plan for Gilbert which is designated as a regulated municipal separate sewer system (MS4). The Master Plan will be completed in accordance with applicable statutes and requirements and will focus on storm water including, but not limited to: storm water infrastructure, permit compliance and coordination, floodplain mapping, storm water drainage issues, system resiliency, data evaluation, capital planning, future infrastructure impacts, future rate study planning, compliance with the National Pollution Discharge Elimination System (NPDES) standards, coordination with the Flood Control District of Maricopa County’s upcoming Gilbert Chandler Area Drainage Master Study/Plan Update and will provide a methodology for regular Storm Water Master Plan updates. The Comprehensive Master Plan may result in future Capital Improvement Program (CIP) Projects. The Projects will be developed to provide mitigation for storms of 10-year return period or greater. The Master Plan may cover a planning horizon of up to 20 years. This IGA will define roles and responsibilities, cost share agreements and operation & maintenance responsibilities between GILBERT and the DISTRICT. PURPOSE OF THE AGREEMENT 4. The purpose of this Agreement is to identify and define the responsibilities of the DISTRICT and GILBERT, for the STUDY. TERMS OF AGREEMENT 5. The current estimated STUDY COST is Six Hundred Fifty Thousand Dollars ($650,000). If the costs exceed the current estimated cost, both GILBERT and the DISTRICT must agree in writing to any additional cost or funding obligations above the agencies’ cost shares. 6. The DISTRICT shall: 6.1 Fund sixty five (65%) of the STUDY, making the DISTRICT’s estimated share Four Hundred and Twenty-Two Thousand and Five Hundred Dollars ($422,500). DISTRICT’s share will be funded from the DISTRICT’s secondary tax levy revenues, and DISTRICT funding shall be subject to its availability within the DISTRICT’s Operating Budget. 6.2 Upon award of a contract for the STUDY, and after July 1, 2022, reimburse GILBERT for one-half (1/2) of the DISTRICT’s total cost share obligation, which is estimated to be Two Hundred Eleven Thousand and Two Hundred Fifty Dollars ($211,250) within thirty (30) calendar days of receipt of an invoice. 6.3 Participate in public involvement activities subject to Gilbert providing the District with notice of all such activities no fewer than thirty (30) days before any such activity. 6.4 Provide to GILBERT review comments for report submittals, alternatives analyses, and conceptual plans and cost estimates as set forth in paragraph 7.5, within three (3) weeks of DocuSign Envelope ID: 0C07FF64-28E7-441D-AB33-E8301B60CFD1 DocuSign Envelope ID: 264F4886-589B-4495-9B2D-0E8488AC1F35 IGA FCD 2022A002 PCN296.01.20 Page 3 of 8 receipt of the submittals. If the DISTRICT does not respond within the three (3) weeks, the DISTRICT shall be deemed to have accepted the report without comment. 6.5 Accept the STUDY in writing within thirty (30) calendar days of adoption of the STUDY by the GILBERT Town Council. 6.6 Upon completion of the contract and acceptance of the STUDY in writing, and within thirty (30) calendar days of receipt of an invoice, reimburse GILBERT for the remainder of the DISTRICT’s total cost share obligation. 6.7 DISTRICT funding for this Agreement shall be from secondary flood control tax levy revenue and is contingent upon funding availability within the DISTRICT’s Operating Budget. 7. GILBERT shall: 7.1 Fund thirty five percent (35%) of the STUDY. The estimated STUDY COST is Six Hundred Fifty Thousand Dollars ($650,000), making GILBERT’S estimated share Two Hundred and Twenty-Seven Thousand and Five Hundred Dollars ($227,500). 7.2 Serve as lead agency for the STUDY. The STUDY will be developed to provide mitigation for storms of 10-year return period or greater. 7.3 Upon award of a contract for the STUDY, and after July 1, 2022, invoice DISTRICT for one- half (1/2) of its total cost share obligation, which is estimated to be Two Hundred Eleven Thousand and Two Hundred Fifty Dollars ($211,250). 7.4 Be responsible for initiating public involvement activities and provide the District with notice of all such activities no fewer than thirty (30) days before any such activity. 7.5 Provide to the DISTRICT the interim STUDY submittals, and allow three (3) weeks from the date of the DISTRICT’s receipt of the interim STUDY submittals for review and comment. GILBERT shall address the DISTRICT’s comments into the STUDY prior to adoption by the Town Council. If the DISTRICT has not responded within the three (3) week review period, it will be assumed that the DISTRICT has no comments. 7.6 Adopt the STUDY by the GILBERT Town Council after the completion of the contract for the STUDY. The DISTRICT acknowledges that the GILBERT Town Council’s determination as to whether to adopt the STUDY lies within the sole and absolute discretion of the GILBERT Town Council. 7.7 Prior to the District’s final cost share payment being made for the STUDY contract(s), provide all Certificates of Performance, provide written notification to the DISTRICT that all contract obligations have been met, and all project contracts closed by GILBERT. DocuSign Envelope ID: 0C07FF64-28E7-441D-AB33-E8301B60CFD1 DocuSign Envelope ID: 264F4886-589B-4495-9B2D-0E8488AC1F35 IGA FCD 2022A002 PCN296.01.20 Page 4 of 8 7.8 Upon completion of the contract for the STUDY and acceptance of the STUDY in writing by the DISTRICT, prepare a final accounting including change orders to and costs not previously paid for the STUDY, and invoice the DISTRICT for the remainder of the DISTRICT’s total cost share obligation, which is estimated to be Two Hundred Eleven Thousand and Two Hundred Fifty Dollars ($211,250). 7.9 Upon approval by the GILBERT Town Council, provide funding for this Agreement from Town’s General Fund Budget. The Town’s share of the cost for the STUDY will be distributed between FY23 and FY24. 8. Permits and information from the DISTRICT and GILBERT required for performing the STUDY shall be issued by the DISTRICT or GILBERT, as applicable, at no cost to the STUDY. 9. Either party to this Agreement may, with mutual written agreement of the other party, delegate responsibilities to another. Any delegation, however, shall not relieve the delegating party of its original responsibilities as defined herein. Entering any contract contemplated by this Agreement shall not be a delegation as used in this paragraph. 10. In the case of any dispute over any item in this Agreement, the parties agree to use their best efforts and enter into good faith negotiations to resolve the disputed matters. However, this shall not limit the rights of the parties to seek any remedies provided by law. 11. The parties shall equally share the cost of project compliance and cost audit to be initiated within sixty (60) days of STUDY completion, if requested by either party. An independent auditing firm on contract to the DISTRICT, agreed to by the parties shall perform the audit. Any payments or reimbursements necessary to bring the STUDY into compliance with the audit findings shall be made within forty-five (45) days of receipt by all parties of the audit report. 12. Each party to this Agreement (indemnitor) shall, to the extent permissible by law, indemnify, defend and save harmless the others (indemnitees) including agents, officers, directors, governors and employees thereof, from and against any loss or expense incurred as a result of any claim or suit of any nature whatsoever, which arises out of indemnitor’s negligent or wrongful acts or omissions pursuant to this Agreement. Such indemnification obligation shall include all personal injury, death or property damages resulting from the indemnitor’s negligent or wrongful acts or omissions, as well as reasonable attorney’s fees, court costs, and other expenses relating to the defense against claims or litigation, incurred by the indemnitee. Indemnitee shall be liable for its own acts as provided by law. 13. All notices or demands upon any party to this Agreement shall be in writing and shall be delivered in person or sent by mail addressed as follows: Flood Control District of Maricopa County Director 2801 West Durango Street Phoenix, Arizona 85009-6399 Town of GILBERT Town Manager 50 E. Civic Center Drive Gilbert, Arizona 85296 DocuSign Envelope ID: 0C07FF64-28E7-441D-AB33-E8301B60CFD1 DocuSign Envelope ID: 264F4886-589B-4495-9B2D-0E8488AC1F35 IGA FCD 2022A002 PCN296.01.20 Page 5 of 8 14. Each party to this Agreement will pay for and not seek reimbursement for its own personnel and administrative costs associated with this STUDY, including but not limited to the following, unless specifically identified otherwise in this Agreement: engineering, permitting, management, and administration. 15. This Agreement shall expire five (5) years from the effective date or upon completion of the STUDY and after all funding obligations and reimbursements have been satisfied in accordance with this Agreement, whichever is the first to occur. However, by mutual written agreement of all parties, this Agreement may be amended or terminated. 16. This Agreement is subject to cancellation by either party pursuant to the provisions of A.R.S. Section 38-511. 17. Attached to this Agreement or contained herein are the written determinations by the appropriate attorneys for the parties to this Agreement that these agencies are authorized under the laws of the State of Arizona to enter into this Agreement and that it is in proper form. 18. If legislation is enacted after the effective date of this Agreement that changes the relationship or structure of one or more parties to this Agreement, the parties agree that this Agreement shall be renegotiated at the written request of either party. 19. Each party to this Agreement shall comply with A.R.S. Sections 41-4401 and 23-214, subsection A. 20. Each party to this Agreement retains the legal right to inspect the records of the other party’s and any contractors’ or subcontractors’ employees performing work under this Agreement to verify compliance with A.R.S. Sections 41-4401 and 23-214, subsection A. 21. Failure by either party to this Agreement to comply with A.R.S. Sections 41-4401 and 23-214, subsection A shall be deemed a breach of this Agreement and is subject to penalties up to and including termination of the Agreement. 22. Pursuant to A.R.S. Sections 35-391.06 and 35-393.06, each party to this Agreement certifies that it does not have a scrutinized business operation, as defined in A.R.S. Section 35-391 and 35-393, in either Sudan or Iran. 23. Require that any contractor selected for the PROJECT: 23.1. Warrant its compliance with all federal immigration laws and regulations that relate to its employees and their compliance with A.R.S. § 23-214(A). 23.2. Agree that a breach of the warranty under paragraph 21 shall be deemed a material breach of contract and is subject to penalties up to and including termination of the contract. 23.3. Warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use: 23.3.1. The forced labor of ethnic Uyghurs in the People’s Republic of China. 23.3.2. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. DocuSign Envelope ID: 0C07FF64-28E7-441D-AB33-E8301B60CFD1 DocuSign Envelope ID: 264F4886-589B-4495-9B2D-0E8488AC1F35 IGA FCD 2022A002 PCN296.01.20 Page 6 of 8 23.3.3. Any contractors, subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. If the Contractor becomes aware during the term of the Agreement that the Contractor is not in compliance with this paragraph, the Contractor shall notify the County within five (5) business days after becoming aware of the noncompliance. Failure of the Contractor to provide a written certification that the Contractor has remedied the noncompliance within one hundred eighty (180) days after notifying the public entity of its noncompliance shall result in the termination of this Agreement unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period. DocuSign Envelope ID: 0C07FF64-28E7-441D-AB33-E8301B60CFD1 DocuSign Envelope ID: 264F4886-589B-4495-9B2D-0E8488AC1F35 IGA FCD 2022A002 PCN296.01.20 Page 7 of 8 FLOOD CONTROL DISTRICT OF MARICOPA COUNTY A Municipal Corporation Recommended by: Michael A. Fulton, Director Date Approved and Accepted: By: Chairman, Board of Directors Date Attest: By: Clerk of the Board Date The foregoing Intergovernmental Agreement FCD 2022A002 has been reviewed pursuant to A.R.S. Section 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 Flood Control District of Maricopa County under the laws of the State of Arizona. Deputy County Attorney Date DocuSign Envelope ID: 0C07FF64-28E7-441D-AB33-E8301B60CFD1 DocuSign Envelope ID: 264F4886-589B-4495-9B2D-0E8488AC1F35 4/26/2023 4/26/2023 IGA FCD 2022A002 PCN296.01.20 Page 8 of 8 TOWN OF GILBERT Town of GILBERT, a Municipal Corporation Patrick Banger, Town Manager Date ATTEST: Chaveli Herrera, Clerk Date The foregoing Intergovernmental Agreement FCD 2022A002 has been reviewed pursuant to A.R.S. Section 11-952, as amended, by the undersigned attorney who has determined that it is in proper form and within the power and authority granted to the Town of GILBERT under the laws of the State of Arizona. Chris Payne, Town Attorney Date DocuSign Envelope ID: 0C07FF64-28E7-441D-AB33-E8301B60CFD1 4/5/2023 4/5/2023 4/5/2023 DocuSign Envelope ID: 264F4886-589B-4495-9B2D-0E8488AC1F35