HomeMy WebLinkAboutResolution 2022-039 Approving and Authorizing the Mayor to Sign Crossroads at Gladden Development AgreementGABRIELLA CAZARES-KELLY, RECORDER
Recorded By: KKE
DEPUTY RECORDER
5026
SMARA
TOWN OF MARANA
PICKUP
SEQUENCE: 20221120085
NO. PAGES: 25
04/22/2022
9:57:41
MARANA RESOLUTION NO. 2022-039
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR
TO SIGN THE CROSSROADS AT GLADDEN DEVELOPMENT AGREEMENT
WHEREAS, on August 17, 2021, the Town Council adopted Ordinance No.
2021.018, approving the Crossroads at Gladden Specific Plan, rezoning 281 acres of land
located along the west side of Interstate 10 approximately 575 feet northwest of the
Tangerine Road and Interstate 10 interchange; and
WHEREAS Ordinance No. 2021.018 provides that the rezoned property will be
developed in accordance with a development agreement which must be adopted prior to
approval of any plat or development plan for any portion of the rezoning area; and
WHEREAS the Town is authorized by A.R.S. § 9-500.05 to enter into a
development agreement with a land owner or other person or entity having an interest
in real property located within the Town to facilitate development of the property by
providing for, among other things, the conditions, terms, restrictions, and requirements
for development and public infrastructure and the financing of public infrastructure; and
WHEREAS the Town Council finds that the Crossroads at Gladden Development
Agreement is in the best interest of the Town and its citizens and should be approved.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of
Marana, Arizona, that the Crossroads at Gladden Development Agreement, as set forth
on Exhibit A attached to and incorporated within this resolution by this reference, is
hereby approved, the Mayor is authorized to execute it for and on behalf of the Town of
Marana, and Town staff is authorized to carry out its terms.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 19th day of April, 2022.
ATT
v1----
Cherry L. La son, Town Clerk
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Resolution No. 2022-039
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Mayor Ed Honea
APPROV AS TO FORM:
Ja & Fairall, Town Attorney
MARAMA AZ
ESTABLISHED 1977
WHEN RECORDED, RETURN TO:
THE CROSSROADS AT GLADDEN DEVELOPMENT AGREEMENT
TOWN OF MARANA, ARIZONA
THIS DEVELOPMENT AGREEMENT (this "Agreement") is made by and between the TOWN OF
MARANA, an Arizona municipal corporation (the "Town"), TANGERINE 2021, LLC, a Delaware
limited liability company (the "Owner" or "Developer"), and FIDELITY NATIONAL TITLE AGENCY
INC., an Arizona corporation, solely in its capacity as trustee under Trust No. 60,528 and not in
its corporate capacity (the "Title Company"). The Town, Developer, and Title Company are
collectively referred to in this Agreement as the "Parties," each of which is sometimes
individually referred to as a "Party."
RECITALS
A. The Owner acquired approximately 281 acres of land located in the Town limits, as
depicted on the map attached as Exhibit "A" and legally described on Exhibit "B" (the
"Propert "). Due to the recordation of the Final Block Plat (defined below) and the dedication of
public rights-of-way, the Owner currently owns 272.3 acres.
B. The Title Company holds legal title to the Property, as trustee, in trust for the benefit of
the Owner.
C. The Developer proposes to develop the Property as the Crossroads at Gladden (the
"Project") in general accordance with the Development Regulations (as defined below).
D. The Developer and the Town desire that the Project be developed in a manner consistent
with the Development Regulations that apply to the Property as of the Effective Date, as
amplified and supplemented by this Agreement.
E. The Town and the Developer acknowledge that the development of the Property pursuant
to this Agreement will result in planning and economic benefits to the Town and its residents.
F. The Developer has made and by this Agreement will continue to make a substantial
commitment of resources for public and private improvements on the Property.
G. The following are among the development regulations that apply to the Property as of the
Effective Date (collectively, the "Development Regulations"):
i) The Town's written rules, regulations, procedures, and other policies relating to the
development of land, whether adopted by the Mayor and Council or by Town Staff
(collectively the "Marana Development Code").
ii) The future development of the Property shall be subject to the Crossroads at Gladden
Specific Plan as adopted by the Town on August 17, 2021, via Ordinance No. 2021.018, as
amended from time to time (the "Specific Plan").
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iii) The final block plat for Crossroads at Gladden, Blocks 1-8 (the "Final Block Plat"),
approved December 7, 2021, and recorded at Sequence No. 20213440123, Pima County
Recorder's office.
H. Ordinance No. 2021.018 requires the Owner, pursuant to a master traffic impact analysis
(TIA) or other applicable Town of Marana codes or regulations, to design and construct
improvements to the Interstate 10 and Tangerine Traffic Interchange, frontage roads, ramps, and
adjacent roadways as recommended by the Town and the Arizona Department of Transportation
("ADOT") based on the submitted traffic studies.
I. The Town believes that unless and until the Initial TI Improvements and the Crossroads
Direct Improvements (as each is defined in Exhibit "C" attached, and collectively referred to
herein as the "Developer -Constructed Transportation Improvements") are constructed, the
transportation infrastructure in the vicinity of the Property may not be sufficient to accommodate
the Project at opening year in accordance with the Development Regulations.
J. The Town believes that unless and until the Tangerine TI Improvements (as defined in
Exhibit "D" attached) are constructed, the transportation infrastructure in the vicinity of the
Property may not be sufficient to accommodate the Project at full build -out in accordance with
the Development Regulations.
K. The Master Studies referenced in Ordinance No. 2021.018 and Sections 2.5, 2.10, 2.11,
and 2.14 of the Ordinance have been completed by the Developer and approved by the Town.
L. On April 2, 2019, the Marana Town Council adopted Resolution No. 2019-027,
designating as a protected facility the gravity portion of the Tangerine/Downtown Conveyance
System (Town of Marana Project No. WRO10, referred to in this Agreement as the "T/D Gravity
Sewer") and requiring any land use with a sewer connection served by the T/D Gravity Sewer to
pay a protected facility fee of $519.67 per single-family residence (or equivalent).
M. Pursuant to the Gladden Farms II Development Agreement entered into between the
Town of Marana and the developer of the Gladden Farms II project, recorded at Docket 12758,
Page 2249 (Sequence No. 20060470594), Pima County Recorder's Office, as amended, the
developer of the Gladden Farms II project is required to pay one-half of the estimated cost of the
Town's design and construction of traffic signals at the intersections of Clark Farms Boulevard
and Mike Etter Boulevard and Clark Farms Boulevard and Tangerine Road.
N. The Project contemplated by this Agreement is in compliance with the Town's adopted
and approved General Plan (as defined in A.R.S. § 9-461).
O. The development contemplated by this Agreement is in compliance with the Specific
Plan.
P. The Town is authorized by A.R.S. § 9-500.05 to enter into a development agreement with
a land owner or other person or entity having an interest in real property located within the Town
to facilitate development of the property by providing for, among other things, the conditions,
terms, restrictions, and requirements for development and public infrastructure and the financing
of public infrastructure.
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AGREEMENT
Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and
agreements set forth in this Agreement, the Parties hereby agree as follows:
Article 1. Development.
1.1. Development review. The Property shall be developed in a manner consistent with the
Development Regulations and this Agreement, which together establish the basic land uses, and
the densities, intensities and development regulations that apply to the land uses authorized for
the Property. Upon the Developer's compliance with the applicable development review and
approval procedures and substantive requirements of the Development Regulations, the Town
agrees to issue such permits or approvals for the Project as may be requested by the Developer.
1.2. Phasing of development. The individual blocks that make up the Property may be
conveyed and developed in any order, subject to compliance with the requirements of this
Agreement.
1.2.1. If an individual block of the Property is conveyed and will not be further
subdivided, the Developer shall be required to post substitute forms of assurance for all
improvements shown on the Final Block Plat and improvement plans for the Final Block Plat
for that individual block in the form of a cash account, performance bond, or letter of credit
to allow the block to be released from the third party trust (Trust No. 60,528) and to assure
completion of the subdivision infrastructure required to serve only that individual block,
unless the Town has previously released the assurances for the individual block. Upon the
posting of appropriate substitute subdivision assurances for the individual block, the master
subdivision assurances posted for the Final Block Plat shall automatically terminate with
respect to particular subdivision infrastructure that serves only that individual block. Nothing
in this paragraph precludes Developer and the owner of the individual block from separately
agreeing that the owner of the individual block will post the substitute forms of assurance on
behalf of the Developer.
1.2.2. If an individual block of the Property is conveyed and will be further subdivided,
the developer of that individual block will need to provide the Town with appropriate
substitute subdivision assurances for the completion of subdivision infrastructure required to
serve only that individual block, unless the Town has previously released the assurances for
the individual block. Upon the posting of appropriate substitute subdivision assurances for
the individual block, the master subdivision assurances posted for the Final Block Plat shall
automatically terminate with respect to particular subdivision infrastructure that serves only
that individual block.
1.3. Zoning and plat conditions. The Developer agrees to fulfill all conditions outlined in
the Development Regulations.
1.4. Determination of no hazard to air navigation. Those portions of the Property located
within 20,000 feet (3.8 miles) of Marana Regional Airport shall submit an FAA -7460 form to the
Federal Aviation Administration and receive a "Determination of No Hazard to Air Navigation"
from the Federal Aviation Administration before any construction or alteration of improvements
with an intended height greater than an imaginary surface extending outward and upward at a
100 to 1 slope for a horizontal distance of 20,000 feet from the nearest point of the nearest
runway of the Airport.
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1.5. Cultural resources. Development of the Property shall meet all Town requirements set
forth in Chapter 17-12 of the Marana Development Code related to Protection of Cultural
Resources.
1.6. Site built construction and building permits. All construction on any portion of the
Property, whether sold in bulk or individually, whether subdivided or not, shall be site built and
shall require building permits.
1.7. Compliance with residential and commercial design standards. All residential and
commercial construction on any portion of the Property shall be constructed in accordance with
the then current residential and commercial design standards as adopted by the Town of Marana
as of the Effective Date, and the design guidelines set forth in the Specific Plan.
1.8. Effect of sale of a portion of the Property. The Developer anticipates that it will sell
portions of the Property to third parties after this Agreement is executed, and in any event before
the obligations of the Developer under this Agreement are satisfied. Upon that event, for
purposes of the performance of the Developer's obligations under this Agreement, the term
"Developer" shall jointly and severally include each and every owner of any portion of the
Property, subject to paragraphs 10.10 and 10.11 below.
1.9. Town review and approval of plans. Except as expressly provided in this Agreement,
the development and construction of all public improvements for the Property are subject to the
Town's normal plan submittal, review and approval procedures and construction inspection
requirements.
Article 2. Transportation Improvements.
2.1. Road right-of-way dedications. The Developer dedicated to the Town rights-of-way for
Clark Farms Boulevard and Crossroads Trail via the Final Block Plat. The previous owner of the
Property dedicated rights-of-way to the Town for Tangerine Road.
2.2. Transportation improvements. The Developer shall fund the design and construction of
the Developer -Constructed Transportation Improvements listed in Exhibit "C" and shall dedicate
to the Town without cost all right-of-way necessary for the Developer -Constructed
Transportation Improvements. Developer will have no obligation to dedicate any right-of-way
for the Tangerine TI Improvements. The Developer shall also fund the design and constructon of
Clark Farms Boulevard from Tangerine Road to Mike Etter Boulevard as a four lane divided
road compliant with Town standard 120-1, as required by section 2.6.b of Ordinance No.
2021.018.
2.3. Timing of construction of Developer -Constructed Transportation Improvements. Town
will not require construction of any of the Developer -Constructed Transportation Improvements
described in Exhibit C prior to issuance of certificates of occupancy for up to 25,000 square feet
of cumulative structure(s) on Blocks 1 through 5, inclusive, 7, and 8 of the Property. Town will
require substantial completion of construction of the Developer -Constructed Transportation
Improvements described in Exhibit C, Section I (Initial TI Improvements) and Sections II.1
(Crossroads Trail), 1I.3 (Tangerine Road and Crossroads Trail), and II.4 (Traffic Signals) prior to
issuance of certificates of occupancy in excess of 25,000 square feet of cumulative structure(s)
on Blocks 1 through 5, inclusive, 7, and 8 of the Property. Town will require substantial
completion of construction of all of the Developer -Constructed Transportation Improvements
described in Exhibit C prior to issuance of any certificate of occupancy on Block 6. The Town's
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right to withhold certificates of occupancy is a contract right granted by this Agreement, and is
granted notwithstanding any right of the Developer or its successors in interest to receive
certificates of occupancy pursuant to the Marana building codes.
2.4. Developer contribution to Tangerine TI Improvements. In addition to construction of the
Developer -Constructed Transportation Improvements, the Developer shall contribute $2,600,000
to the design and construction of the Tangerine TI Improvements as those improvements are
described in Exhibit "D" attached (the "In Lieu Contribution"). Within 60 days after the
Effective Date, the Developer shall pay to the Town $600,000 in cash and deliver a performance
bond or bonds in the amount of $2,000,000 in the customary form required by the Town. The
Developer will replace the performance bond with cash in the amount of $2,000,000 within ten
business days after the Developer's receipt of written notice from the Town that it has approved
a Guaranteed Maximum Price (GMP) for roadway construction costs from the Town's
Construction Manager At Risk for the reconstruction of Tangerine Road east of Interstate 10,
which includes the Tangerine Road TI Improvements as described in Exhibit D. Town will
deposit the In Lieu Contribution in either a separate account within the Town's General Fund or
a separate book or ledger entry designation for the purpose of constructing the Tangerine TI
Improvements. Developer's payment of the In Lieu Contribution is Developer's sole obligation
with respect to the Tangerine TI Improvements, as those improvements are defined in Exhibit D.
Developer will not have any other obligations to make any financial, in-kind, or other
contributions for the Tangerine TI Improvements and the Town will pursue the design and
construction of the Tangerine TI Improvements and the collection of any required additional
funds and land dedications without further contribution from Developer. Developer will have no
obligation to dedicate any right-of-way or other land for the Tangerine TI Improvements.
2.5. Other traffic studies and revised transportation improvements
2.5.1. The Developer or any successor owner of all or any portion of the Property may be
required to provide additional traffic studies during the platting and development plan
process for the Project as determined by the Town. The Developer or any successor owner of
all or any portion of the Property shall pay for and/or provide additional transportation
improvements and dedications the Town or ADOT reasonably requires based on the findings
of those studies, except as otherwise provided in this paragraph 2.5. The Town Engineer is
authorized to waive, in writing, any transportation improvement required by this Article if a
traffic study approved by the Town indicates that the Project may be safely served without
the waived transportation improvement.
2.5.2. The Developer will not be required to pay for and/or provide additional
transportation improvements and dedications in connection with, or as part of, the Tangerine
TI Improvements, as those improvements are defined in Exhibit D. Nothing in this
subparagraph 2.5.2 precludes the Developer from being required to pay for or provide future
additional transportation improvements related to the Tangerine Road and I-10 traffic
interchange if Developer proposes different uses for the Property that (a) have materially
different traffic impacts and (b) that the Town reasonably requires based on the findings of
future additional traffic studies.
2.5.3. Notwithstanding Section 2.7 of Ordinance No. 2021.018, the Developer shall not
be required to provide a second master traffic impact analysis (TIA) identifying any
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additional traffic improvements that must be in place prior to the issuance of any Certificate
of Occupancy for any portion of the Project.
2.6. Other Arizona Department of Transportation Requirements. ADOT controls and issues
permits for all roadway construction, modification, and access affecting Interstate 10 and the
Interstate 10 frontage roads. To the extent ADOT access or improvement requirements are
inconsistent with the required Transportation Improvements, representatives of the Parties shall
meet in good faith to modify this Agreement to address ADOT infrastructure improvement
requirements.
Article 3. Sewer Infrastructure Requirements.
3.1. Offsite sewer. Each connection to the T/D Gravity Sewer shall be responsible for
payment of the protected facility charge existing as of the time of building permit for its
fair -share portion of the Town's cost to construct the T/D Gravity Sewer, payable upon
application for a building permit for construction to be connected to the T/D Gravity Sewer. As
of the date of this Agreement (and subject to amendment by the Marana Town Council), the
protected facility fee is $519.67 per equivalent demand unit (EDU).
3.2. Onsite sewers. The Developer shall construct onsite sewers pursuant to standard Town
agreements to construct new facilities and standard Town subdivision infrastructure assurance
agreements, with any amendments mutually agreed upon between the Town and the Developer.
Article 4. Water Infrastructure Requirements.
4.1. Onsite potable water distribution system. The Developer shall construct onsite potable
water distribution infrastructure pursuant to standard Town agreements to construct new
facilities and standard Town subdivision infrastructure assurance agreements, with any
amendments mutually agreed upon between the Town and the Developer.
4.2. Transfer of grandfathered water rights. After the termination of farming activities and
before development of one or more individual blocks of the Property, the Owner and/or the
developer of any individual block shall assign to the Town every portion of its Irrigation or Type
1 Non -irrigation Grandfathered Groundwater Rights or Type II Non -irrigation Groundwater
Rights as those are defined by law as may be appurtenant to the property, and to execute and
deliver all forms necessary to effect the transfer of these water rights to the Town concurrently
with the assignment.
4.3. Non -potable system. The Developer shall develop and construct a secondary non -
potable irrigation system, dedicated to the Cortaro-Marana Irrigation District (CMID) in
accordance with its requirements, to distribute non -potable water to common areas and other
landscaped areas owned or to be owned by a property owners' association serving the individual
block of the Final Block Plat or by the owner of the individual block.
Article 5. Other Public Facilities and Infrastructure Requirements.
5.1. Undergrounding of CMID channel. The Developer shall underground the Cortaro-
Marana Irrigation District (CMID) irrigation channel within or adjacent to the Property and
within perimeter easements or the nearest half of a street or right-of-way in accordance with a
plan and schedule approved by the Town engineer, CMID, and the Developer, as required by
Marana Town Code Sections 17-5-3(B)(17) and 17-6-4 , in effect as of the Effective Date. If the
Property is developed in phases, the irrigation channel adjacent to the portion of the Property
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then being developed will be undergrounded in accordance with a plan and schedule approved by
the parties and the CMID.
5.2. Bank protection. In compliance with Town Ordinance No. 99.02, the Developer shall
pay $500 per acre of affected Property, resulting in a total required payment of $136,150, for the
Lower Santa Cruz Levee construction with respect to the entire Property. The Developer shall
pay this obligation at the time of issuance of any grading permit for the Property on a pro -rata
basis for the property subject to the grading permit.
5.3. Onsite private recreational facilities. Residential areas within the Project shall comply
with the recreational area requirements of Marana Town Code Section 17-5-3, in effect as of the
Effective Date.
5.4. School improvement contribution. A $1,200 per residential unit contribution (the
"School Improvement Contribution") shall be due and payable at the time building permits are
issued for each residential permit within the Property.
5.5. Compliance with state and federal laws and regulations. No approval, permit or
authorization of the Town authorizes the Developer to violate any applicable federal or state laws
or regulations, or relieves the Developer from the responsibility to ensure compliance with all
applicable federal and state laws and regulations, including but not limited to the Endangered
Species Act and Clean Water Act.
Article 6. Development Impact Fees and Credits
6.1. Development impact fees. Nothing in this Agreement shall be construed as a waiver or
reduction of development impact fees properly adopted by the Town pursuant to A.R.S.
§ 9-463.05 and applicable to the Property. All development within the Property shall be
responsible to pay all applicable development impact fees existing as of the time of building
permit application. As of the date of this Agreement (and subject to amendment by the Marana
Town Council), the following development impact fees apply to development within the
Property:
6.2. Northwest Street Facilities Development Impact Fee. The Town's current Northwest
Street Facilities Development Impact Fee is $3,719 per equivalent demand unit (EDU), per
Marana Ordinance No. 2017.029 (applying the methods and equivalencies set forth in the 2017
street facilities development impact fee report for development other than a single family
residence).
6.3. Parks and Recreation Facilities Development Impact Fee. The Town's current Parks
and Recreation Facilities Development Impact Fee is $2,461 per equivalent demand unit (EDU)
per Marana Ordinance Nos. 2014.012 and 2017.029 (or the development impact fee applicable to
development other than a single family residence, if any).
6.4. Lower Santa Cruz River Levee Fee. The Town's current Lower Santa Cruz River
Levee Fee is $500 per acre, as originally adopted by Marana Ordinance No. 99.02, and as
described in Section 4 of Marana Ordinance no. 2014.012 and in Section 6 of Marana Ordinance
no. 2017.029.
6.5. Water Infrastructure Development Impact Fee. The Town's current Water
Infrastructure Development Impact Fee is $2,331 per equivalent demand unit (EDU) for a 5/8"
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water meter, per Marana Ordinance No. 2017.029. Fees for larger water meters are as set forth in
Marana Ordinance No. 2017.029.
6.6. Water Resources Development Impact Fee. The Town's current Water Resources
Development Impact Fee is $3,050 per equivalent demand unit (EDU) for a 5/8" water meter,
per Marana Ordinance No. 2017.029. Fees for larger water meters are as set forth in Marana
Ordinance No. 2017.029.
6.7. Wastewater Facilities Development Impact Fee. The Town's current Wastewater
Facilities Development Impact Fee is $3,930 per equivalent demand unit (EDU) for a 5/8" water
meter, per Marana Ordinance No. 2017.029. Fees for larger water meters are as set forth in
Marana Ordinance No. 2017.029.
6.8. Northwest Streets Development Impact Fee Reimbursements. The Developer is
entitled to current impact fee credits towards the Northwest Streets Development Impact Fee in
the amount of $3,069,679 based on the contributions and dedications listed in paragraphs 6.8.1.1
through 6.8.1.3 below (the "Current Impact Fee Credits"). Additionally, the Developer is entitled
to receive credit towards the Northwest Streets Development Impact Fee for any additional
improvements the Developer contributes to, pays for, constructs, or provides dedications for that
are included in the Town's streets facilities infrastructure improvements plan (IIP) (the "Future
Impact Fee Credits"). Collectively, the Current Impact Fee Credits and Future Impact Fee
Credits are referred to as the "Impact Fee Credits." The Impact Fee Credits shall be in the form
of a quarterly reimbursement to the Developer. The Town shall collect the full Northwest Streets
Development Impact Fees from development within the Property as they become due, and will
deposit the funds in either a separate account within the Town's General Fund or a separate book
or ledger entry designation for the purpose of making reimbursement payments to the Developer
(the "Reimbursement Account"). The Town shall pay to the Developer within the first 45 days of
each calendar quarter all funds in the Reimbursement Account, beginning the first calendar
quarter after the Town has funds in the Reimbursement Account. The reimbursement amount
will be applied on a "first dollar" basis and not prorata on a per acre basis, e.g., if the Impact Fee
Credits at the beginning of a calendar quarter are $3,069,679 and the Town issues building
permits requiring development impact fees of $500,000 in such calendar quarter, the Town will
collect the $500,000 development impact fees from the applying party(ies). Within the first 45
days of the following calendar quarter the Town will pay the $500,000 to Developer and the
Impact Fee Credit balance will be reduced to $2,569,679.
6.8.1. The Current Impact Fee Credits consist of the following:
6.8.1.1. Tangerine Road/fka Tangerine Farms Road. The Tangerine Farms
Improvement District assessment for the original property in the amount of $2,475,679.
6.8.1.2. Clark Farms Boulevard. The right of way dedication for Clark Farms
Boulevard consisting of 5.37 acres at $30,000.00 per acre, totaling $161,100.00.
6.8.1.3. Tangerine (,Farms) Road. The right-of-way dedication for Tangerine (Farms)
Road, consisting of 14.43 acres at $30,000 per acre, totaling $432,900.00.
6.8.2. Tangerine TI Improvements. The Town intends to include the Tangerine TI
Improvements in its 2022 streets IIP, which has yet to be approved by the Marana Town Council.
If the Tangerine TI Improvements are included in the approved IIP, development within the
Property will be subject to the revised Northwest Streets Development Impact Fees.
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Additionally, the Developer will receive Future Impact Fee Credits for its contribution to the
Tangerine TI Improvements, as described in paragraph 2.4 above.
Article 7. Cooperation and Alternative Dispute Resolution.
7.1. Appointment of representatives. To further the commitment of the Parties to cooperate
in the progress of the Development, the Town and the Developer each shall designate and
appoint a representative to act as a liaison between the Town and its various departments and the
Developer. The initial representative for the Town (the "Town Representative") shall be the
Development Services Director, and the initial representative for the Developer shall be Dean
Wingert or a replacement to be selected by the Developer. The representatives shall be available
at all reasonable times to discuss and review the performance of the Parties to this Agreement
and the development of the Property.
7.2. Timing. The Town acknowledges the necessity for prompt review by the Town of all
plans and other materials (the "Submitted Materials") submitted by the Developer to the Town
hereunder or pursuant to any zoning procedure, permit procedure, or other governmental
procedure pertaining to the development of the Property and agrees to use its best efforts to
accomplish such prompt review of the Submitted Materials whenever possible.
7.3. Default; remedies. If either Party defaults (the "Defaulting Party") with respect to any
of that Party's obligations under this Agreement, the other Party (the "Non -Defaulting Party")
shall be entitled to give written notice in the manner prescribed in Article 9 below to the
Defaulting Party, which notice shall state the nature of the default claimed and make demand that
such default be corrected. The Defaulting Party shall then have (i) twenty days from the date of
the notice within which to correct the default if it can reasonably be corrected by the payment of
money, or (ii) thirty days from the date of the notice to cure the default if action other than the
payment of money is reasonably required, or if the non -monetary default cannot reasonably be
cured within sixty days, then such longer period as may be reasonably required, provided and so
long as the cure is promptly commenced within sixty days and thereafter diligently prosecuted to
completion. If any default is not cured within the applicable time period set forth in this
paragraph, then the Non -Defaulting Party shall be entitled to begin the mediation and arbitration
proceedings set forth in paragraphs 7.4 and 7.5 below. The Parties agree that due to the size,
nature and scope of the Development, and due to the fact that it may not be practical or possible
to restore the Property to its condition prior to Developer's development and improvement work,
once implementation of this Agreement has begun, money damages and remedies at law will
likely be inadequate and that specific performance will likely be appropriate for the enforcement
of this Agreement. This paragraph shall not limit any other rights, remedies, or causes of action
that either party may have at law or in equity. If Developer conveys a portion of the Project to
any third party, a default by Developer will not be a default by any such third party and a default
by any third party will not be a default by Developer or any other third party. To the extent that
the Town has the right to terminate this Agreement upon the default by Developer, any such
termination will only apply to the Developer or third party that is in default and Town may not
terminate this Agreement as to the Developer or any third party that is not in default under this
Agreement.
7.4. Mediation. If there is a dispute under this Agreement which the Parties cannot resolve
between themselves, the Parties agree that there shall be a forty-five day moratorium on
arbitration during which time the Parties agree to attempt to settle the dispute by nonbinding
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mediation before commencement of arbitration. The mediation shall be held under the
commercial mediation rules of the American Arbitration Association. The matter in dispute shall
be submitted to a mediator mutually selected by Developer and the Town. If the Parties cannot
agree upon the selection of a mediator within seven days, then within three days thereafter the
Town and the Developer shall request the presiding judge of the Superior Court in and for the
County of Pima, State of Arizona, to appoint an independent mediator. The mediator selected
shall have at least five years' experience in mediating or arbitrating disputes relating to real
estate development. The cost of any such mediation shall be divided equally between the Town
and the Developer. The results of the mediation shall be nonbinding on the Parties, and any Party
shall be free to initiate arbitration after the moratorium.
7.5. Arbitration. After mediation (paragraph 7.4 above) any dispute, controversy, claim or
cause of action arising out of or relating to this Agreement shall be settled by submission of the
matter by both Parties to binding arbitration in accordance with the rules of the American
Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. § 12-501 et seq., and
judgment upon the award rendered by the arbitrator(s) may be entered in a court having
jurisdiction. To the extent permitted by applicable law, any notice of claim requirement shall be
tolled during any moratorium or mediation and arbitration proceedings.
Article 8. Protected Development Rights
To ensure reasonable certainty, stability and fairness to the Developer and the Town for a
reasonable period of time, the Developer and the Town agree that the zoning designations, uses,
densities, and intensities of use, that now apply to the Property, as amended by this Agreement,
shall remain in effect and shall not be changed for a period of five years after the execution of
this Agreement without the agreement of the Developer. Town agrees that Developer's (or its
predecessor's) dedications, construction and installation of public improvements, and payments
give Owner a common law vested right to develop the Project in accordance with this Agreement
and the Development Regulations.
Article 9. Notices and Filings.
All notices, filings, consents, approvals and other communications provided for in or given
in connection with this Agreement shall be validly given, filed, made, transmitted or served if in
writing and delivered personally or sent by registered or certified United States mail, postage
prepaid, if to (or to such other addresses as any Party may from time to time designate in writing
and deliver in a like manner):
To the Town:
Town of Marana
Town Manager
11555 W. Civic Center Drive Bldg. A-3
Marana, Arizona 85653-7006
To the Developer:
Tangerine 2021, LLC
333 E. Wetmore Road, Suite 250
Tucson, AZ 85705
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Town of Marana DA: Crossroads at Gladden -10-
Article 10. General Terms and Conditions.
10.1. Term. After its execution by the Parties, this Agreement shall become effective upon the
date this Agreement is recorded in the official records of Pima County, Arizona (the "Effective
Date"). The term of this Agreement shall begin on the Effective Date and, unless sooner terminated
by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all
purposes on the twentieth anniversary of the Effective Date, except that any then pending Payments
shall be paid by Town to Developer. If the Parties determine that a longer period is necessary for
any reason, the term of this Agreement may be extended by written agreement of the Parties. The
Developer shall be entitled to terminate this Agreement if the Town materially impairs the
development entitlements on the Property granted by this Agreement.
10.2. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right
or remedy, and no waiver by the Town or the Developer of the breach of any covenant of this
Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any
other covenant or condition of this Agreement.
10.3. Attorney,. If any Party brings a lawsuit against any other Party to enforce any of the
terms, covenants or conditions of this Agreement, or by reason of any breach or default of this
Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attorneys' fees by
the other Party, in an amount determined by the court and not by the jury. Nothing in the use of the
word "lawsuit" in the preceding sentence shall constitute a waiver of paragraph 7.5 requiring
disputes to be resolved by binding arbitration.
10.4. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. The signature pages from one or more counterparts may be removed from such
counterparts and such signature pages all attached to a single instrument so that the signatures of all
Parties may be physically attached to a single document.
10.5. Headings. The descriptive headings of this Agreement are intended to be used to assist in
interpreting the meaning and construction of the provisions of this Agreement.
10.6. Recitals. The Recitals set forth at the beginning of this Agreement are hereby
acknowledged and confirmed to be accurate.
10.7. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been
incorporated in this Agreement by reference with the same force and effect as if fully set forth in the
body of this Agreement.
10.8. Further acts. Each of the Parties shall execute and deliver all documents and perform all
acts as reasonably necessary, from time to time, to carry out the matter contemplated by this
Agreement. Without limiting the generality of the foregoing, the Town shall cooperate in good faith
and process promptly any requests and applications for plat or permit approvals or revisions, and
other necessary approvals relating to the development of the Property by the Developer and its
successors.
10.9. Time essence. Time is of the essence for purposes of this Agreement.
10.10. Successors. All of the provisions of this Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the Parties except as provided in paragraph 10.11 below.
Unless and until the Town consents to an assignment of rights and obligations under this Agreement,
00078850.DoC iI i
Town of Marana DA: Crossroads at Gladden -11-
the Town may enforce the Developer's obligations under this Agreement against the Developer and
its successor in interest and assigns. If Developer (or any successor in interest or assign) assigns all
of its rights and obligations under this Agreement and the Town approves the assignment, the
liability of the assigning party under this Agreement shall terminate effective upon the assumption of
those liabilities by the assignee. The Town may not unreasonably withhold, delay or condition its
approval of assignment under this paragraph.
10.11. Termination upon sale to end purchaser or user. This Agreement shall terminate without
the execution or recordation of any further document or instrument as to any lot or block which has
been finally subdivided and individually (and not in "bulk") leased (for a period of longer than one
year) or conveyed to an end purchaser or user and thereupon such end purchaser or user and lot or
block shall be released from and no longer be subject to or burdened by the provisions of this
Agreement. The Town and the Developer will execute such documents and instruments as the end
purchaser or user or a title company requires in order to effectuate the intent of this paragraph.
10.12. No partnership and third parties. It is not intended by this Agreement to, and nothing
contained in this Agreement shall, create any partnership, joint venture or other arrangement
between the Developer and the Town. No term or provision of this Agreement is intended to, or
shall be for the benefit of any person, firm, organization or corporation not a party to this
Agreement, and no such other person, firm, organization or corporation shall have any right or cause
of action under this Agreement.
10.13. Other instruments. Each Party shall, promptly upon the request of the other, have
acknowledged and delivered to the other any and all further instruments and assurances reasonably
request or appropriate to evidence or give effect to the provisions of this Agreement.
10.14. Imposition of duty by law. This Agreement does not relieve any Party of any obligation
or responsibility imposed upon it by law.
10.15. Entire agreement. This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter of this Agreement. All prior and contemporaneous agreements,
representation and understanding of the Parties, oral or written, are hereby superseded and merged in
this Agreement.
10.16. Amendments to agreement. No change or addition shall be made to this Agreement
except by a written amendment executed by the Parties. The Parties agree to cooperate and in good
faith pursue any amendments to this Agreement that are reasonably necessary to accomplish the
goals expressed in the Final Plat and Specific Plan as amended by this Agreement. Within ten days
after any amendment to this Agreement, it shall be recorded in the office of the Pima County
Recorder by and at the expense of the Party requesting the amendment.
10.17. Names and plans. The Developer shall be the sole owner of all names, titles, plans,
drawings, specifications, ideas, programs, ideas, designs, and work products of every nature at any
time developed, formulated or prepared by or at the instance of the Developer in connection with the
Property or any plans; provided, however, that in connection with any conveyance of portions of the
infrastructure as provided in this Agreement such rights pertaining to the portions of the
infrastructure so conveyed shall be assigned to the extent that such rights are assignable, to the
appropriate governmental authority.
10.18. Good standing; authority. The Developer represents and warrants to the Town that it is
duly formed and validly existing under the laws of Arizona and is authorized to do business in the
00078850.DOC /11
Town of Marana DA: Crossroads at Gladden -12-
state of Arizona. The Town represents and warrants to the Developer that it is an Arizona municipal
corporation with authority to enter into this Agreement under applicable state laws. Each Party
represents and warrants that the individual executing this Agreement on its behalf is authorized and
empowered to bind the Party on whose behalf each such individual is signing.
10.19. Severability. If any provision of this Agreement is declared void or unenforceable, it shall
be severed from the remainder of this Agreement, which shall otherwise remain in full force and
effect. If a law or court order prohibits or excuses the Town from undertaking any contractual
commitment to perform any act under this Agreement, this Agreement shall remain in full force and
effect, but the provision requiring the act shall be deemed to permit the Town to act at its discretion,
and if the Town fails to act, the Developer shall be entitled to terminate this Agreement.
10.20. Governing law. This Agreement is entered into in Arizona and shall be construed and
interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall
take place in Pima County, Arizona. Nothing in the use of the word "litigation" in the preceding
sentence shall constitute a waiver of paragraph 7.5, requiring disputes to be resolved by binding
arbitration.
10.21. Interpretation. This Agreement has been negotiated by the Town and the Developer, and
no party shall be deemed to have drafted this Agreement for purposes of construing any portion of
this Agreement for or against any party.
10.22. Recordation. The Town shall record this Agreement in its entirety in the office of the
Pima County Recorder no later than ten days after it has been executed by the Town and the
Developer.
10.23. No developer representations. Nothing contained in this Agreement shall be deemed to
obligate the Town or the Developer to complete any part or all of the development of the Property.
10.24. Approval. If any Party is required pursuant to this Agreement to give its prior written
approval, consent or permission, such approval, consent or permission shall not be unreasonably
withheld or delayed.
10.25. Force majeure. If any Party shall be unable to observe or perform any covenant or
condition of this Agreement by reason of "force majeure," then the failure to observe or perform
such covenant or condition shall not constitute a default under this Agreement so long as such Party
shall use its best effort to remedy with all reasonable dispatch the event or condition causing such
inability and such event or condition can be cured within a reasonable amount of time. "Force
ma.eure," as used in this paragraph, means any condition or event not reasonably within the control
of such party, including without limitation, "acts of God," strikes, lock -outs, or other disturbances of
employer/employee relations; acts of public enemies; orders or restraints of any kind of government
of the United States or any state thereof or any of their departments, agencies, or officials, or of any
civil or military authority; insurrection; civil disturbances; riots; epidemics; pandemics, landslides;
lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of
government and of people; explosions; supply chain disruptions; shortages of labor or materials; and
partial or entire failure of utilities. Failure to settle strikes, lock -outs and other disturbances of
employer/employee relations or to settle legal or administrative proceedings by acceding to the
demands of the opposing Party or Parties, in either case when such course is in the judgment of and
unfavorable to a Party shall not constitute failure to use its best efforts to remedy such a condition.
00078850.DOC /11
Town of Marana DA: Crossroads at Gladden -13-
10.26. Conflict of interest. This Agreement is subject to A.R.S. § 38-511, which provides for
cancellation of contracts in certain instances involving conflicts of interest.
10.27. Prop 207 Waivers. By signing this Agreement, the Developer waives any and all rights to
make a claim for diminution in value under the Private Property Rights Protection Act, A.R.S. § 12-
1131 et seq., resulting from this Agreement, or resulting from remedies resulting from enforcing the
terms of this Agreement.
10.28. Estoppel Certificate. Town will, upon reasonable request by Developer, provide an
estoppel certificate to Developer, or any prospective lender, investor, or purchaser, certifying that (i)
this Agreement is in full force and effect, (ii) no default, or act or omission that with the giving of
notice and/or passage of time could become a default, by Developer exists hereunder (or, if
appropriate, specifying the nature and duration of any existing default), and (iii) such other
certifications as Developer, or any prospective lender, investor, or purchaser may reasonably request
00078850.DOC /11
Town of Marana DA: Crossroads at Gladden -14-
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth
below their respective signatures.
TOWN:
THE TOWN OF MARANA,
an Arizona municipal corporation
By: t
Ed Honea, Mayor
Date:
AT sT:
Cherry L. Lawso Clerk
APPROVED AS TO FORM:
4za6--'�
Ja airall, Town Attorney
00078850.DOC n i
Town of Marana DA: Crossroads at Gladden -15-
DEVELOPER:
TANGERINE 2021, LLC,
a Delaware limited liability
By4j;=
Name:
Title:
FIDELITY NATIONAL TITLE AGENCY INC.,
an Arizona corporation, solely in its capacity
as trustee under Trust No. 60,528 and not
in its corporate capacitJy"as trustee under T t No. 60,528
5
By:
Name: Rachel Turni seed -
Title: Trust Officer
STATE OF ARIZONA )
` ) ss
County of lea WWI CDpi )
The foregoing instrument was acknowledged
QWn U -W qgjg' , the AuktIDA-Ud 5i4na-W
liability com any, on behalf thereof.
r -pi (I A k - LQ
Notary Public
Kelly Penuela
Notary Public
Maricopa County, Arizona
My Comm. Expires 12-15-25
Commission No. 617494
STATE OF ARIZONA )
) ss
County of Pima )
before me on AcP(1.1 ( 1 Q , 2022, by
of TANGERINE 2021, LLC, a Delaware limited
The foregoing instrument was acknowledged before me on April 18 , 2022, by
Rachel Turni sp eed, the Trust Officer of FIDELITY NATIONAL TITLE AGENCY
INC., an Arizona corporation, solely in its capacity as trustee under Trust No. 60,528 and not in
its corporate capacity as trustee under Trust No. 60,528, on beh ereof.
St1ERRY C3. sWQ• SOURt
Notary wbYc - Sb+la of aimna
P"ACOMM Notary Public
c4MMWM#WW9
EON November 15,2M4
(Seal)
00078850.DOC /I I Town of Marana DA: Crossroads at Gladden -16-
Exhibit A
Property Map
00078850.DOC /11
Town of Marana DA: Crossroads at Gladden -1-
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Exhibit B
Property Legal Description
00078850.DOC /11
Town of Marana DA: Crossroads at Gladden -1-
Exhibit B
Property Legal Description
Blocks 1 through 8, inclusive, as identified on the FINAL BLOCK PLAT FOR CROSSROADS
AT GLADDEN BLOCKS 1 — 8, recorded in the Official Records of Pima County, Arizona, at
Sequence No. 20213440123.
Exhibit C
Developer -Constructed Transportation Improvements
I - Initial TI Improvements:
Tangerine and Interstate 10 Traffic Interchange. The Developer shall construct improvements to
the Tangerine and Interstate 10 Traffic Interchange (the "Tangerine TI") described as follows:
1. Tangerine Road/I-10 Westbound Frontage Road and Off Ramp. The Developer
shall construct a westbound left -turn lane within the ADOT right of way of the westbound
off ramp, with as much storage as ADOT will allow, construction of which may include
relocation of signal poles, utility poles, and roadway appurtenances, and addition of new
signal poles and heads, so as to produce a fully functional traffic signal, with the following
configuration for the westbound off ramp: one exclusive left -turn lane, one shared
through/left-turn lane and one exclusive right -turn lane.
2. Tangerine Road between the I-10 EB Ramps and the I-10 WB Frontage
Road/Ramp. The Developer shall restripe the existing pavement for Tangerine Road to
provide two westbound through lanes, one westbound left -turn lane that extends the full
distance between signals, one eastbound left -turn lane that extends the full distance between
signals, and one eastbound through lane, for a total of five lanes. The restriping shall include
transitions on approach to and departing from the restriping area to meet engineering
standards. The restriping shall be accomplished according to industry standards, and will
include complete obliteration of existing pavement markings, sealing of obliteration scars
according to ADOT requirements, which may include a curb -to -curb surface seal, and
remarking of pavement lines according to ADOT materials specifications.
3. Tangerine Road/I-10 Eastbound Ramps Intersection. The Developer shall
construct restriping and modifications to the median on the west leg of the intersection to
provide additional storage for the eastbound left turn at the WB I-10 Frontage Road, to align
with striping modifications between signalized intersections. Median modifications shall
include removal of at least 150 feet of median, and include appropriate entrance tapers,
signing and striping.
II — Crossroads Direct Improvements:
1. Crossroads Trail. The Developer shall reconstruct Crossroads Trail to a three -lane
major collector road to the Town's standard detail 110-3. All truck turning movements must
be accommodated by the roadway cross section.
2. Block 6 Improvements. The Developer shall construct three access driveways on
Tangerine Road south of Block 6 of the Final Block Plat and a traffic signal as follows:
• Block 6 West Driveway. The Developer shall construct this driveway at
the existing median break east of the Tangerine Road and Clark Farms
Boulevard intersection with stop control for the northbound and
southbound approaches. The lane configuration for this intersection, shall
be:
o Southbound: a total of three lanes, serving inbound and outbound
traffic.
00078850.DOC /1 l Town of Marana DA: Crossroads at Gladden -1-
o Eastbound: One left -turn lane, two through lanes, and one
right -turn lane (all of which already exist).
o Westbound: One left -turn lane, two through lanes, one right -turn
lane (all of which already exist).
• Block 6 Main Driveway. The Developer shall construct this intersection at
the existing median break west of the Tangerine Road and Crossroads
Trail intersection. The lane configuration for this intersection shall be:
o Southbound: One left -turn lane and one shared-through/right turn
lane.
o Eastbound: One left -turn lane, two through lanes, and one
right -turn lane (all of which already exist).
o Westbound: One left -turn lane, two through lanes, and one
right -turn lane (reconstruct the existing westbound right -turn lane
to provide a minimum of 150 feet of storage).
• Block 6 East Driveway. The Developer shall construct this intersection
west of the Tangerine Road and Crossroads Trail intersection with a right-
in/right-out driveway. The lane configuration for this intersection shall be:
o Southbound: One right -turn lane.
o Eastbound: Two through lanes (all of which already exist).
o Westbound: Two through lanes (which already exist), and one
right -turn lane (150 feet minimum storage).
• Block 6 Traffic Signal. The Developer shall design and construct a traffic
signal at the intersection of Tangerine Road and Block 6 Main Driveway.
3. Tangerine Road and Crossroads Trail. The Developer shall replace the painted
median northwest of the intersection of Tangerine Road and Crossroads Trail with a raised
median built in accordance with the standard detail for an arterial road cross-section.
Additionally, the Developer shall reconstruct the intersection with the following lane
configuration:
• Southbound: Two left -turn lanes (minimum 200 feet of storage each lane),
and one right -turn lane.
• Eastbound: One left -turn lane and two through lanes (all of which already
exist).
• Westbound: Two through lanes and one right -turn lane (which already
exist), and one left turn lane (U-turn opportunity).
4. Traffic Signals
• The Developer shall design and construct a traffic signal at the intersection
of Tangerine Road and Crossroads Trail.
• The developer of the Gladden Farms II project is required to pay for one
half of the design and construction costs for traffic signals at the
00078850.DOC /l 1 Town of Marana DA: Crossroads at Gladden -2-
intersections of Clark Farms Boulevard and Mike Etter Boulevard and at
Clark Farms Boulevard and Tangerine Road. The Developer shall be
responsible for the costs to design and construct the remaining one half of
the traffic signals, except that if the developer of the Gladden Farms II
project fails to satisfy its obligation regarding the traffic signals, the
Developer shall design and construct the traffic signals at these two
intersections, and shall be responsible for the full costs of the design and
construction.
00078850.DOC /l l Town of Marana DA: Crossroads at Gladden -3-
Exhibit D — Tangerine TI Improvements
Tangerine and Interstate 10 Traffic Interchange. The Town shall construct improvements
to the Tangerine and Interstate 10 Traffic Interchange (the "Tangerine TI"), frontage roads,
ramps, and adjacent roadways in conjunction with Town's reconstruction of Tangerine Road
east of Interstate 10, described as follows:
1. Tangerine RoadII-10 TI Abutment Lanes. Construction shall include the addition of one
new westbound lane and one new eastbound lane constructed behind existing abutments
for the I-10 Mainline overpass. The Abutment Lanes will accommodate the new lane
assignments described below.
a. Construction of Abutment Lanes shall include restriping under the Mainline I-10
for a five -lane cross-section, and shall include two westbound lanes (one of which
is an Abutment Lane), two westbound left -turn lanes that extends the distance
between traffic signals, one eastbound left turn that extends the full distance
between traffic signals, and two eastbound lanes (one of which is an Abutment
Lane).
2. Tangerine Road/I-10 Eastbound Ramps Traffic Signal. Construction shall include
relocation of the signalized intersection of Tangerine Road and the I-10 eastbound ramps
to a point approximately equal to the location of the decommissioned frontage road.
3. Tangerine Road/I-10 Eastbound Ramps. Construction shall include the following lane
configurations:
a. Eastbound I-10 offramp: one left -turn lane, one left/through lane, and one right -
turn lane
b. Eastbound I-10 onramp: two onramp lanes tapering to a single onramp lane onto
I-10, designed to current ADOT standards
c. Eastbound Tangerine Road: two through lanes and two right -turn lanes, each
with a minimum of 350 feet of storage, both of which replace the existing right -
turn lane that has approximately 370 feet of storage.
d. Westbound Tangerine Road: two left turn lanes and two through lanes.
00078850.DOC A I Town of Marana DA: Crossroads at Gladden -4-