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HomeMy WebLinkAbout2013 06.03 City Council Work Session Agenda .�. i�; Meeting location City of Apache Junction, Arizona City Council Chambers 1 ,S., at City Hall ; r Agenda 300 E Superstition Blvd / g Apache Junction,AZ i2 _t` 85119 City Council Work Session www ajcity net Ph (480)982-8002 Monday,June 3,2013 7.00 PM Council Chambers A. Call to Order B. Roll Call C. Agenda Items 1. 13-072 Discussion on proposed Resolution No 13-22, declaring and adopting the results of the general election held on May 21, 2013 The official canvass of votes(Resolution No 13-22) is on the consent agenda on the June 4 city council meeting Discussion only 2 13-074 Discussion on procedures and logistics for the June 4, 2013 council meeting in order to effectuate council transition Discussion only. Attachments. 2013protocol for oaths of office and seating awards OATH CC insalaco CERT CCLlnsalaco OATH CC Evans CERT CCL Evans OATH CC Rizzi CERT CCL nzzi ... OATH CC Waldron CERT CCL waldron 3. 13-078 Presentation and discussion on the city's proposed membership with the Phoenix-Mesa Gateway Airport Authority (PMGAA) The members of the airport authority recently directed airport officials to work with the authority's existing members to prepare the documents needed for the board to vote on the inclusion of the city as an official member City council shall discuss the intergovernmental agreement,joint powers agreement and loan agreement required for membership To participate as a member of the PMGAA, members contribute annual loans The loan for the city's membership in Fiscal Year 2013-2014 is in an initial amount of$400,000 00, and the first of five annual payments of$130,000 00 Loans go toward the capital improvement program of the PMGAA Presentation and discussion. Attachments: Amended and Restated IGA Amended and Restated Joint Powers Agreement Loan Agreement City of Apache Junction,Arizona Page 1 Printed on 5/28/2013 City Council Work Session Agenda June 3,2013 4. 13-061 Discussion on filling a vacancy on the Superstition Mountains Community Facilities District Board Discussion only. Attachments. Council Minutes 091812 pdf SMCFD letter re board member criteria 5. 13-062 Presentation and discussion on Resolution No 13-19, authorizing the City of Apache Junction to enter into an Intergovernmental Agreement with the .�. Arizona Department of Transportation for use of Highway Safety Improvement Program funds for Phase I of safety pullouts along Ironwood Drive between Guadalupe Road and Elliott Road with a city cost participation not to exceed $17,491 91 Presentation and discussion. Attachments Resolution 13-19 Memo to Council pdf Resolution 13-19 pdf JPA 13-0000112 Dist E M City of Apache Junction SH576 03D 01C pdf 6. 13-069 Presentation and discussion on Resolution No 13-20, authorizing the City of Apache Junction to enter into an Intergovernmental Agreement with the Arizona Department of Transportation for use of Highway Safety Improvement Program funds for Phase II of safety pullouts along Ironwood Drive between Guadalupe Road and Elliott Road with a city cost participation not to exceed $20,478 00 Presentation and discussion only. Attachments Resolution 13-20 Memo to Council pdf Resolution 13-20 pdf JPA 13-0001511 Dist E M City of Apache Junction SH592 03D 01C pdf 7. 13-071 Presentation and discussion on Resolution No 13-21, authorizing the City of Apache Junction to enter into an Intergovernmental Agreement with the Arizona Department of Transportation for use of Highway Safety Improvement Program funds for Phase III of safety pullouts along Ironwood Drive between Baseline Road and Guadalupe Road with a city cost participation not to exceed $19,904 00 Presentation and discussion only �-► Attachments. Resolution 13-21 Memo to Council pdf Resolution 13-21 pdf JPA 13-0001510 Dist E M City of Apache Junction SH591 03D 01C pdf D Adjournment Copies of this agenda and additional information regarding any of the items listed above may be obtained Monday through Thursdays, 7 00a-6 00p, excluding holidays, from the City Clerk's office located at 300 East Superstition Boulevard,Apache Junction,AZ If any person with a disability needs any type of accommodation,please notify the Human Resources Office, at(480)474-2617 or(480)983-0095(TDD)at least 72 hours pnor to the scheduled time City of Apache Junction,Arizona Page 2 Printed on 5/28/2013 City of Apache Junction, Arizona 300 BSuperstition Apache Junction,AZ Master 85119 rI}t- ' '� • , File Number 13-072 File ID. 13-072 Type Resolution Status: Agenda Items Version 1 Reference. In Control. City Council Work Session Requester. Cost File Created. 05/23/2013 File Name. Discussion on canvass of votes Final Action: Title: Discussion on proposed Resolution No 13-22, declaring and adopting the results of the general election held on May 21, 2013 The official canvass of votes (Resolution No 13-22) is on the consent agenda on the June 4 city council meeting Discussion only. Notes. Code Sections- Agenda Date. 06/03/2013 Indexes- Local/State/Federal Statutory Requirement Agenda Number Sponsors. Connelly Enactment Date: Attachments Enactment Number. Contact. Hearing Date: Drafter sheninger@ajcity net Effective Date. History of Legislative File Ver- Acting Body Date Action Sent To Due Date Return Result sion Date 1 City Council Work 06/03/2013 Session Text of Legislative File 13-072 City of Apache Junction,Arizona Page 1 Printed on 5/28/2013 , riGHE i7 Master City of Apache Junction, Arizona 300E Superstition r ,k Boulevard ,...... .... ,,,4 :4,. Apache Junction,AZ ,ttcc � , 85119 ' File Number: 13-074 File ID. 13-074 Type. Oath of Office Status Agenda Items Version. 1 Reference' In Control: City Council Work Session 'R Requester Cost• File Created. 05/23/2013 File Name. Council transition procedures Final Action' Title. Discussion on procedures and logistics for the June 4, 2013 council meeting in order to effectuate council transition Discussion only. Notes: Code Sections. Agenda Date 06/03/2013 Indexes City Internal Issue Agenda Number Sponsors. Connelly Enactment Date Attachments 2013protocol for oaths of office and seating awards, Enactment Number. OATH CC insalaco, CERT CCLlnsalaco, OATH CC Evans, CERT CCL Evans, OATH CC Rizzi, CERT CCL nzzi, OATH CC Waldron, CERT CCL waldron Contact. Hearing Date. Drafter. sheninger@ajcity net Effective Date. History of Legislative File Ver- Acting Body Date Action Sent To: Due Date Return Result '_ sion Date 1 City Council Work 06/03/2013 Session Text of Legislative File 13-074 City of Apache Junction,Arizona Page 1 Printed on 5/28/2013 MAY 21, 2013 MEMORANDUM TO HONORABLE MAYOR AND CITY COUNCIL MEMBERS THROUGH GEORGE R HOFFMAN, CITY MANAGER FROM. KATHLEEN CONNELLY, CITY CLERK SUBJECT. PROTOCOL FOR JUNE 4 COUNCIL MEETING At the June 4 council meeting a "changing of the guard" of sorts will take place when swear in the mayor and three council members In order to accomplish this transition with the honor and dignity it deserves, I will be coordinating the ceremonies that are scheduled for the evening Since each of you will be a participant, I ask that you please review the following procedures and let me know if you have any questions 1 Mayor Insalaco will open the meeting The invocation will be followed by the Pledge . of Allegiance 2 Council will take action on the items listed on the Consent Agenda. 3 Immediately following the Consent Agenda vote, Mayor Insalaco will present any awards or read any proclamations that are listed on the agenda. 4 Following any awards and proclamations, I will administer the Oaths of Office I will stand on the center-right of the room (as you face the dais) in front of the speaker's podium The person taking the oath will be facing me and standing at the approximate center of the room When I move to the podium area I will first ask for Protocol for June 4 Council meeting Page 2 mayor-elect Insalaco to come to the floor of the council chambers to take the oath of office I will repeat this for each of the three councilmembers-elect, calling upon you in alphabetical order and administering individual oaths. You will each be asked to raise your right hand and repeat the oath after me I will do the oath a few words at a time and wait for you to complete each section before going onto the next. Copies of the oath are in the council packet under this item so you can become familiar with the words. After you have each taken your oath, please step to the side and remain standing until I complete the ones for the remaining councilmembers-elect 5 After all oaths have been taken, I will announce to Mayor Insalaco that all of the requirements of state law and city code have been met and that the members of the Apache Junction City Council are ready to assume their official duties. 6. Mayor Insalaco will then ask the newly-sworn councilmembers to take their seats and will introduce them to the audience 7. Mayor Insalaco and councilmembers will take the opportunity to introduce visiting officials, special guests and family members in the audience 8 Following the introductions, the meeting will proceed with the remainder of the agenda. NOTE 1 Due to budget and staff limitations, there will not be a reception following the meeting 2 Due to budget and staff limitations, we will not be sending out invitations for this meeting and swearing in. 3 Cameras, including video cameras, can be used in the council chambers provided they do not interfere with the meeting Please contact me if you have any questions City of Apache Junction OATH OF OFFICE STATE OF ARIZONA ) County of Pinal ) ss City of Apache Junction ) I, JOHN S INSALACO, do solemnly swear that I will support the Constitution of the United States and the Constitution and laws of the State of Arizona, and the Ordinances of the City of Apache Junction; that I will bear true faith and allegiance to the same, and defend them against all enemies, foreign or domestic, and that I will faithfully and impartially discharge the duties of the office of Mayor according to the best of my ability, so help me God Signature Subscribed and sworn to before me this 4th day of June,2013. City Clerk CERTIFICATE OF ELECTION I, Kathleen Connelly, Clerk of the City of Apache Junction, Counties of Pinal and Maricopa, State of Arizona DO HEREBY CERTIFY that at a Primary Election held in and for the City of Apache Junction on the 12th day of March, 2013, John S . Insalaco was duly elected to the office of Mayor of the City of Apache Junction, Counties of Pinal and Maricopa, State of Arizona, as appears by the official returns approved by the City Council and on file in my office IN WITNESS THEREOF, I have hereunto set my hand and affixed the official seal of the City of Apache Junction this 4th day of June, 2013. Kathleen Connelly City Clerk City of Apache Junction OATH OF OFFICE STATE OF ARIZONA ) County of Pinal ) ss City of Apache Junction ) I, GAIL EVANS, do solemnly swear or affirm that I will support the Constitution of the United States and the Constitution and laws of the State of Arizona, and the Ordinances of the City of Apache Junction; that I will bear true faith and allegiance to the same, and defend them against all enemies, foreign or domestic, and that I will faithfully and impartially discharge the duties of the office of Councilmember according to the best of my ability, so help me God Signature Subscribed and sworn to before me this 4th day of June,2013 City Clerk ) CERTIFICATE OF ELECTION I, Kathleen Connelly, Clerk of the City of Apache Junction, Counties of Pinal and Maricopa, State of Arizona DO HEREBY CERTIFY that at a Primary Election held in and for the City of Apache Junction on the 12th day of March, 2013, Gail Evans was duly elected to the office of Councilmember of the City of Apache Junction, Counties of Pinal and Maricopa, State of Arizona, as appears by the official returns approved by the City Council and on file in my office IN WITNESS THEREOF, I have hereunto set my hand and affixed the official seal of the City of Apache Junction this 4th day of June, 2013 Kathleen Connelly City Clerk City of Apache Junction OATH OF OFFICE STATE OF ARIZONA ) County of Pinal ) ss City of Apache Junction ) I,CHRISTA RIZZI, do solemnly swear or affirm that I will support the Constitution of the United States and the Constitution and laws of the State of Arizona, and the Ordinances of the City of Apache Junction, that I will bear true faith and allegiance to the same, and defend them against all enemies, foreign or domestic, and that I will faithfully and impartially discharge the duties of the office of Councilmember according to the best of my ability, so help me God. Signature Subscribed and sworn to before me this 4th day of June,2013. City Clerk CERTIFICATE OF ELECTION I, Kathleen Connelly, Clerk of the City of Apache Junction, Counties of Pinal and Maricopa, State of Arizona DO HEREBY CERTIFY that at a General Election held in and for the City of Apache Junction on the 21st day of May, 2013, Christa Rizzi was duly elected to the office of Councilmember of the City of Apache Junction, Counties of Pinal and Maricopa, State of Arizona, as appears by the official returns approved by the City Council and on file in my office. IN WITNESS THEREOF, I have hereunto set my hand and affixed the official seal of the City of Apache Junction this 4th day of June, 2013 Kathleen Connelly City Clerk II City of Apache Junction OATH OF OFFICE STATE OF ARIZONA ) County of Pinal ) ss City of Apache Junction ) I, DAVE WALDRON, do solemnly swear or affirm that I will support the Constitution of the United States and the Constitution and laws of the State of Arizona, and the Ordinances of the City of Apache Junction, that I will bear true faith and allegiance to the same, and defend them against all enemies, foreign or domestic, and that I will faithfully and impartially discharge the duties of the office of Councilmember according to the best of my ability, so help me God. Signature Subscribed and sworn to before me this 4th day of June, 2013. City Clerk CERT I F I CATE OF ELECT I ON I, Kathleen Connelly, Clerk of the City of Apache Junction, Counties of Pinal and Maricopa, State of Arizona DO HEREBY CERTIFY that at a General Election held in and for the City of Apache Junction on the 21st day of May, 2013, Dave Waldron was duly elected to the office of Councilmember of the City of Apache Junction, Counties of Pinal and Maricopa, State of Arizona, as appears by the official returns approved by the City Council and on file in my office. IN WITNESS THEREOF, I have hereunto set my hand and affixed the official seal of the City of Apache Junction this 4th day of June, 2013. Kathleen Connelly City Clerk The following attachments correspond with Work Session Item#3• 1. Amendment to the Intergovernmental Agreement(IGA) 2. Amended and Restated Joint Powers Agreement(JPA) 3 Loan Agreement eIN AMENDMENT NO. 1 to the AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT (PHOENIX-MESA GATEWAY AIRPORT AUTHORITY) THIS AMENDMENT NO 1 TO THE AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT (this "Amendment No 1"), amending that certain Amended and Restated Intergovernmental Agreement, dated May 22, 2006, and filed with the Arizona Secretary of State on July 20, 2006 (the"2006 IGA") is entered mto as of the 1st day of July, 2013 (the "Effective Date"), by and among the PHOENIX-MESA GATEWAY AIRPORT AUTHORITY, an Arizona Joint powers airport authority (the "Authority" or "PMGAA"), the TOWN OF GILBERT, an Arizona municipal corporation, as a Member of the Authority ("Gilbert"), the CITY OF MESA, an Arizona municipal corporation, as a Member of the Authority ("Mesa"), the TOWN OF QUEEN CREEK, an Arizona municipal corporation, as a Member of the Authority ("Queen Creek"), the GILA RIVER INDIAN COMMUNITY as a Member of the Authority (the "Community"), the CITY OF PHOENIX, an Arizona municipal corporation,as a Member of the Authority("Phoenix")and the CITY OF APACHE JUNCTION, an Arizona municipal corporation("Apache Junction"),collectively the"Parties"or"Members" RECITALS A Gilbert, Mesa, Queen Creek, the Community and Phoenix are Members of the Authority pursuant to the Amended and Restated JPAAA dated May 22, 2006, filed with the Arizona Secretary of State on July 20,2006(the"2006 PMGAA Agreement"). B The Authority was established pursuant to Arizona Revised Statutes ("A.R.S."), Section 28-8521, et seq for the purposes of acquiring, developing and operating an airport and related facilities (the"Airport Facilities") located on a portion of the property formerly known as Williams Air Force Base (the "Base Property"), now known as the Phoenix-Mesa Gateway Airport(the"Airport"). C Apache Junction has requested and the Authority and its Members have approved Apache Junction as a Member of the Authority, by adopting, along with Apache Junction, the Amended and Restated Jomt Powers Airport Authority Agreement dated and filed with the Arizona Secretary of State on ("2013 PMGAA Agreement") D The Authority, Gilbert, Mesa, Queen Creek, the Community and Phoenix entered mto the 2006 IGA to add Phoenix as a Member of the Authority and to establish Phoemx's financial contribution to the Phoemx-Mesa Gateway Airport Authority E. To date, Mesa, Gilbert, Queen Creek, the Community and Phoenix have contributed more than$80 million to the operation,mamtenance and development of the Airport CAS•cas 1960181 1 5/23/2013 1 F Apache Junction mtends to become a meamngful propnetor, along with the other Members of the Authority, which are also meaningful proprietors of the Authority, by participating as a Member of the Authonty G. The Authority is interested in addmg another financial partner to help develop the Airport and the Airport Facilities H The Authority, Gilbert, Mesa, Queen Creek, the Community, Phoemx, and Apache Junction desire to amend the 2006 IGA to recognize Apache Junction as a Member of the Authority and to establish Apache Junction's financial contribution to the Authority. AMENDMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are mcorporated herem by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to the terms of Amendment No 1 as follows, all other terms and conditions of the 2006 IGA to remain in full force and effect. Section 1. Apache Junction Agreement Apache Junction hereby agrees to all the terms and conditions set forth in the 2006 IGA Upon the approval of all Parties to this Amendment No 1, all references to "parties" or"party"or"members"or"member"in the 2006 IGA shall include Apache Junction Section 2. Development of Authority's Budget. 2.1 Each Member shall contribute funds for the PMGAA annual (operatmg and capital)budget as approved by the Authonty's Board of Directors pursuant to Sections 8 and 9 of the 2013 PMGAA Agreement 2 2 For fiscal year 2014, m addition to its annual Member contribution for fiscal year 2014, Apache Junction will contribute a one-time payment of$400,000 to the Authonty. This mvestment will evidence Apache Junction's meamngful participation in the Authority, the proprietor of the Airport. 2.3 Apache Junction will commit a minimum of $130,000 as its annual Member contribution for fiscal years 2014-2018 CAS cas 1960181 1 5/23/2013 2 eIN Section 3. Notices. Section 15 of the 2006 IGA is amended to include the following information. City of Apache Junction 300 East Superstition Boulevard Apache Junction,Arizona 85119 Attention City Manager Section 4. Approving Action of Amendment. 4 1 Copies of appropriate action by ordinance, resolution or otherwise authonzmg the respective Parties approvmg this Amendment No 1 are attached hereto as Exhibit A and mcorporated herem by reference Section 5. Counterparts. 5 1 This Amendment No 1 may be executed m any number of counterparts, all such counterparts shall be deemed to constitute one and the same instrument, and each of said counterparts shall be deemed ongmal hereof [SIGNATURE PAGE FOLLOWS] CAS.cas 1960181 1 5/23/2013 3 PIN rook IN WITNESS WHEREOF,the Parties hereto have approved and executed this Amendment No. 1 to be effective as of the date set forth above Attest: PHOENIX-MESA GATEWAY AIRPORT AUTHORITY By By Board Secretary Scott Smith,Chairperson Attest TOWN OF GILBERT By By Town Clerk John Lewis,Mayor Attest CITY OF MESA By By City Clerk Scott Smith,Mayor Attest. TOWN OF QUEEN CREEK By By Town Clerk Gail Barney, Mayor Attest: GILA RIVER INDIAN COMMUNITY By By Gregory Mendoza,Governor Attest: CITY OF PHOENIX By By City Clerk David Cavazos,City Manager Attest: CITY OF APACHE JUNCTION By By City Clerk John Insalaco, Mayor CAS.cas 1960181 1 5/23/2013 4 DETERMINATION OF LEGAL COUNSEL The foregoing Amendment No. 1 has been reviewed by the undersigned attorneys who have determined that, with respect to their respective clients only, it is m proper form and within the power and authonty granted under the applicable laws of each party. Date Phoenix-Mesa Gateway Airport Authonty Attorney Date Gilbert Town Attorney Date Mesa City Attorney Date Queen Creek Town Attorney Date Gila River Indian Community Attorney Date Phoemx City Attorney Date Apache Junction City Attorney CAS:cas 1960181 1 5/23/2013 5 • EXHIBIT A TO AMENDMENT NO. 1 to the 2006 IGA [Approving Action] See following pages CAS.cas 1960181 I 5/23/2013 A-1 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT This Amended and Restated Joint Powers Airport Authority Agreement (the "Agreement") establishing and continuing the Phoenix-Mesa Gateway Airport Authority (the "Airport Authority"), is made and entered into as of day of , 2013, pursuant to Arizona Revised Statutes Section 28-8521,by and among the Town of Gilbert, an Arizona municipal corporation ("Gilbert"), the City of Mesa, an Arizona municipal corporation("Mesa"), the Town of Queen Creek, an Arizona municipal corporation ("Queen Creek"), the Gila River Indian Community ("Community"), a , the City of Phoenix, an Arizona municipal corporation("Phoenix"), and the City of Apache Junction, an Arizona municipal corporation ("Apache Junction") (collectively and individually, "Members" or"Member") The parties to this Agreement agree as follows. Section 1 Recitals. 1 1 The United States closed Williams Air Force Base ("Williams") as an operating location of the United States Air Force ("USAF") 1 2 Williams had existing aviation facilities that are suited to be operated and developed as an airport facility pursuant to the joint powers airport authority powers found in Anzona Revised Statutes("A R S ") Section 28-8521,et seq 1.3 Through the original joint powers airport authority agreement, it was the desire of Gilbert, Mesa, and Queen Creek that the joint powers airport authority agreement take the place of and cancel the Intergovernmental Agreement(Williams Air Force Base-Management and Operation)that was recorded on December 14, 1992 at Recorder's No 92-0712408 in the records of Maricopa County, Arizona,the substance of which was incorporated in the original joint powers airport authority agreement 1 4 The original joint powers airport authority agreement was made and entered into as of 19th day of May, 1994, by and among the Gilbert, Mesa, and Queen Creek and recorded on May 19, 1994, as Instrument No. 94-0400695, official records of Maricopa County, Arizona 1 5 By entering into the onginal joint powers airport authority agreement, the parties to that agreement desired to establish a joint powers airport authority to develop, reuse, operate, and maintain the existing Williams aviation facilities Upon establishment of the joint powers airport authority,the new facilities were known as the Williams Gateway Airport Authority. 1 5 1 Via 1995 and 2006 Amendments to the original joint powers airport authority agreement, the Community and Phoenix were added as Members of the Airport Authority 1 5 2 Via 2009 Amendment, the legal name of the entity was changed to the Phoenix-Mesa Gateway Airport Authority CAS.cas 1947685 5 5/23/2013 1 OIN 1 5 3 A 2012 Amendment modified the weighted voting calculation now set forth in Section 8 below 1 6 Apache Junction desires to become a Member of the Airport Authority 1 7 The parties agree, pursuant to the adoption of this Agreement, that Apache Junction shall be a Member of the Airport Authority, effective as of July 1, 2013 Section 2 Formation of Authority. 2 1 Upon approval and execution of this Agreement by all the parties, a joint powers airport authority called the Phoemx-Mesa Gateway Airport Authority is formed with all parties as Members pursuant to A.R.S. Section 28-8521,with all powers granted to it under Arizona law Section 3 Board of Directors and Officers. 31 Upon execution of this Agreement, each Member shall appoint one representative to act with the authority of the appointing Member for the purpose of implementing this Agreement Each Member shall also designate at least one alternate representative to act with the authority of the appointing Member in the absence of the representative The appomted representative and all alternates shall be duly elected or appointed members of the governing body of the appointing Member Notice of such appointment and of any subsequent replacement appointment shall be delivered in writing to the other Members of the Airport Authority 3 2 The appointing authonty as to each Member shall be each Member's respective governing body 3 3 Each representative so appointed shall be a Director on the Board of Directors of the Airport Authority The Board of Directors shall consist of only the representatives appomted by the Members of the Airport Authority In the absence of the representative or alternate representatives, any representative of the Member governing body attending Board meetings or otherwise implementing this Agreement is presumed to act with the authority of the Member governing body 3 4 The Board of Directors may establish a fixed time, date and place for regularly scheduled meetings Special meetings of the Board may be called by the Chairman on no less than 24-hours' notice to the public, and each Director, either personally or by mail or by facsimile or by telephone Notice of meetings of the Board shall be provided and meetings shall be conducted in accordance with the Arizona open meeting law, A.R.S. Section 38-431, et seq Nothing herein shall prohibit the holding of an emergency session on less than 24-hours' notice m accordance with the provisions of the Arizona open meeting law A Board Member may attend a Board meeting via electronic means, including telephomc conference The Board may conduct a telephonic Board meeting so long as such telephomc meeting is conducted in accordance with the provisions of the Arizona open meeting law 3 5 A majority of the membership of the Board of Directors shall constitute a quorum A quorum shall be necessary to conduct the business of the Board. If a quorum is lost at CAS.cas 1947685 5 5/23/2013 2 any meeting of the Board of Directors, the remaining Directors present at the meeting may recess the meeting from time to time, without notice other than an announcement at the meeting,until a quorum shall be present 3.6 The Board of Directors shall annually choose from its Directors a Chairman,a Vice Chairman and a Secretary,each of whom shall serve at the pleasure of the Board of Directors The Board of Directors at any time may appoint such other officers and agents as it shall deem necessary who shall hold their offices at the pleasure of the Board of Directors and who shall exercise such powers and perform such duties as shall be determined from time to time by the Board 3 7 The Chairman, or m the Chairman's absence,the Vice Chairman, shall preside at all meetings of the Board of Directors In the absence of the Chairman and Vice Chairman, the Secretary shall preside at the meeting of the Board of Directors 3 8 The Secretary shall see that the minutes of all meetings of the Board of Directors are kept Section 4 Airport Authority Staff. 4 1 The Board of Directors shall employ an Executive Director and approve an annual budget for such other managers and staff as the Executive Director shall deem necessary to manage and conduct the operations, maintenance and development of the airport facilities m accordance with the provisions of this Agreement and policies and procedures approved by the Board of Directors The Executive Director shall report directly to the Board of Directors and shall supervise the Airport Authority Staff. Section 5 Ownership of Airport Facilities. 5 1 Upon conveyance by the USAF to the Airport Authority, title to all or a portion of the certain aviation facilities, both real and personal property, formerly owned and operated by the USAF at Williams situated m the County of Mancopa,State of Arizona("Airport Facilities"),shall be held by the Airport Authority. 5 2 The Airport Authority may acquire or convey real and personal property from time to time 5 3 Development, reuse, operation, and maintenance of the Airport Facilities shall be overseen by the Board of Directors and shall be conducted in accordance with the provisions of this Agreement and policies and procedures developed hereunder 5 4 Each Member agrees that should said Member withdraw from the Airport Authority pursuant to Section 10, effective upon such withdrawal, any ownership nghts of said Member m the Airport Facilities shall also terminate A Member shall not be deemed to have withdrawn from the Airport Authority simply by virtue of the termination of this Agreement pursuant to Section 13 Each Member hereto also agrees to execute upon withdrawal any and all documents deemed by the Airport Authority necessary to evidence and effectuate such withdrawal, and resolve any ownership issues that may remain. CAS:cas 1947685 5 5/23/2013 3 Section 6 Repayment of Funds Advanced by Members of the Airport Authority. 6 1 The Airport Authority recognizes that payments previously made by Members of the Airport Authority shall be considered loans and shall be reimbursed to such Members by the Airport Authority at such time as the Airport Authority's Board of Directors deems appropriate. In addition, the Airport Authority recognizes that any future payments made to the Airport Authority by the Members shall be considered loans and shall be reimbursed to the Members by the Airport Authonty at such time as the Airport Authority's Board of Directors deems appropriate Section 7 Powers of the Phoenix-Mesa Gateway Airport Authority. The Phoenix-Mesa Gateway Airport Authority, acting through the Board of Directors, may 7.1 Own, operate, and maintain property and facilities related to aviation, air navigation, and aerospace. 7 2 Own and lease property and facilities that are not related to aviation, air navigation, and aerospace 7 3 Prescribe user fees and charges 7.4 Operate facilities and construct improvements. 7 5 If authorized by the Members, exercise the right of eminent domain in the names of the Members 7 6 Engage employees and consultants. 7 7 Enter into contracts, leases, and development agreements 7 8 Enter into agreements with the State of Arizona, any political subdivision of the State,or the federal government 7 9 Prepare and receive annual(operating and capital) budgets 7.10 Borrow money and issue revenue bonds, and issue other financial obligations incurred for the purposes of this Section and authorized under A R S Section 28-8521, et seq 7 11 Sue and be sued 7 12 Exercise incidental powers as may be necessary to the exercise of the powers prescribed in this Section and under A R S Sections 28-8527 and 28-8529, and to implement the responsibilities, goals, and purpose of the Airport Authority CAS cas 1947685 5 5/23/2013 4 .r Section 8 Voting Rights. 8 1 Each Member of the Board of Directors is entitled to one vote, and a motion will carry if supported by a majority of the quorum unless a Member requests that a weighted vote be taken If a weighted vote is requested, then the following shall apply. 8 1 1 For Fiscal Years 2007 through 2011, each Member of the Board of Directors was entitled to a weighted vote equal to the Member's contribution to the local share of the annual operating budget expressed as a percentage of the total local share of the current annual budget. The initial weighted vote percentages were effective upon the adoption of the initial budget. 8.1.2 For Fiscal Years 2012 and beyond, each Member of the Board of Directors is entitled to a weighted vote equal to that Member's cumulative investment as a percentage of the total investment made by all current Members beginning in 1993 when the initial Intergovernmental Agreement Group was formed. 8 1 3 If any Member's weighted vote calculated under this Section 8 exceeds 50%, then the weighted vote for that Member shall be deemed equal to the sum of the weighted vote of all the other Members combined In the event of such a weighted vote calculation, each Member's weighted vote shall be proportionately adjusted in order to provide that the weighted vote of all Members equals 100%combined 8 1 3 1 By way of example and not limitation, if a Member's weighted vote is calculated at 68% under Section 8 1 3, that Member's weighted vote would then be deemed to be 50%, with the remaining Members holding a proportionate share of the remaining 50% of the total weighted vote 8 1 4 A two-thirds majority is required for a motion to carry 8.2. Weighted voting may not be invoked for votes being taken regarding modifications to the approved airport layout plan and airport master plan, or for adjustments to the percentage contributions or the amounts of each Member contribution to the annual budget Section 9 Annual Budget. 9 1 The fiscal year of the Airport Authority shall run from July 1 to June 30 9 2 The Board of Directors shall, by April 1 of each fiscal year, recommend to the Members of the Airport Authority an annual (to include both operating and capital expenditures) budget for the Airport Authority for the next fiscal year and shall state the amounts of each Member contribution or proportion of the Airport Authority's annual budget to be provided by each Member At least thirty (30) days before the annual budget is recommended to the Members of the Airport Authority by the Board of Directors, the Board may consider adjustments to the amounts of each Member contribution or percentage contributions of each Member Adjustments to the amounts of each Member contribution or percentage contributions of any Member must be approved by a unanimous vote CAS.cas 1947685 5 5/23/2013 5 /1 P.\ 9 3 By June 15 of each year,the Board of Directors shall, if necessary due to the addition or withdrawal of Members, have decided by a unammous vote on the amounts of each Member contribution or a reallocation of the percentage contributions among the Members or have assigned each Member its pro rata mcrease or decrease m contribution 9.4 The governing bodies of the Airport Authority's Members, mcluding any new Members admitted pursuant to Section 11 shall approve and adopt the annual budget recommended by the Board, as may be revised pursuant to Section 9 3, by June 30 of each year or withdraw from the Airport Authority pursuant to Section 10 9 5 The Board of Directors may from time to time recommend to the Members of the Airport Authority amendments to the approved and adopted annual budget. The governing bodies of the Members shall approve amendments to the annual budget or withdraw from the Airport Authority pursuant to Section 10 9 6 The Airport Authority shall adopt and periodically amend a reuse and development plan and a capital improvements plan Expenditures for or by the Airport Authonty shall be consistent with these plans In addition, expenditures by the Airport Authonty shall be limited to those items that directly relate to or benefit the operation and development of the Airport Facilities and the Airport Authority Section 10 Withdrawal From Airport Authority. 10.1. No Member shall have the right to withdraw from the Airport Authority during the term of this Agreement except as provided in this Section 10 2 At least one hundred twenty (120) days prior to the withdrawal deadline, a Member that intends to withdraw from the Airport Authority must provide a written notice of intent to withdraw to the Members of the Airport Authority, but if a Member provides a notice of mtent to withdraw between one hundred twenty (120) and one hundred fifty (150) days prior to the withdrawal deadline, then other Members may submit notices of mtent to withdraw up to thirty(30) days prior to the withdrawal deadline The withdrawal deadline shall be February 28 of each fiscal year 10.3 The withdrawing Member shall pay its pro rata annual budget allocation for the current fiscal year and its pro rata share of any outstanding obligations to which the withdrawing Member has obligated itself Any obligations of the withdrawmg Member shall remain outstanding until fully paid and satisfied Section 11 Admission To Airport Authority. 11 1 A city, town, county or American Indian Community may be admitted to the Airport Authority upon (1)written request to the existing Members of the Airport Authority prior to February 1 of each fiscal year, (2)the unanimous approval of the existing Members of the Airport Authority no later than June 30 of each fiscal year but after recommendation of the annual budget to the Members of the Airport Authority, and (3) execution, acknowledgement, and deliverance to the Airport Authority of such mstruments as the Members may deem necessary or advisable to effect the CAS cas 1947685 5 5/23/2013 6 admission of such city, town,or county as an additional Member, including (without limitation) the written acceptance and adoption by such city, town, or county of the provisions of this Agreement. 11.2 The fiscal obligations of a new Member are not effective until the beginning of the new fiscal year. 11.3 The parties acknowledge that Gilbert, Mesa, and Queen Creek waived all notice and procedural requirements for admission of the Community when it became a Member of the Airport Authority, effective July 1, 1995 11 4 The parties hereby waive all notice and procedural requirements for admission that may apply to the admission of Apache Junction when it becomes a Member effective July 1,2013 Section 12 Effective Date. 12.1. This Agreement shall become effective (the "Effective Date") on the later of its filing with the Arizona Secretary of State and the Mancopa County Recorder in accordance with Section 19 hereof Section 13 Termination of Airport Authority. 13 1 This Agreement shall remain in full force and effect unless modified or terminated by written agreement of a majority of the Members of the Airport Authonty This Agreement shall also be deemed terminated should all parties hereto have exercised their right to withdraw from the Airport Authority in accordance with Section 10 of this Agreement 13.2 Notwithstanding the right to withdraw set forth m Section 10, each party hereto agrees to remain a Member of the Airport Authority and to be bound by this Agreement for at least one year after the Effective Date 13 3 Unless otherwise agreed to by a majority of the Members of the Airport Authority, upon termination of this Agreement 13 3 1 If one Member agrees to assume ownership of the Airport Facilities and agrees to assume the financial obligations of all Members, then the Airport Authority shall transfer title of the Airport Facilities to such Member 13.3 2 If no Member agrees to assume ownership of the Airport Facilities and the financial obligations of all Members, and if the State of Arizona agrees to assume such ownership and financial obligations, then the Airport Facilities shall be transferred to the State of Arizona 13 3 3 If the State of Arizona refuses to assume ownership of the Airport Facilities, then the Airport Facilities shall revert to the Umted States of America CAS•cas 1947685 5 5/23/2013 7 Section 14 Annual Report to Le2slature. The Chairperson of the Board of Directors of the Airport Authority shall annually present a report of the activities of the Airport Authority to the State House of Representatives, Ways and Means Committee,and the State Senate Fmance Committee Section 15 Governtni Law. This Agreement and the obligations of the Members hereunder shall be mterpreted, construed and enforced in accordance with the laws of the State of Arizona The court with the original jurisdiction for causes of action arising under this Agreement is the Umted States District Court for the State of Arizona The Community agrees to, and does hereby waive its sovereign immunity from the jurisdiction of the United States District Court for the State of Arizona in any action arising under this Agreement brought by or against the Community The Community further agrees to accept and be bound by, thereby waiving its sovereign immunity from, a judgment or order which is final (because either the time for appeal thereof has expired or the judgment or order is issued by a court or other entity having final appellate jurisdiction over the matter is not subject to collateral attack) by any such court or any court or entity having appellate jurisdiction over any such court in any such action The Community waives its sovereign immunity to the enforcement of any such final judgment against it without limitation The Community hereby designates the Community's Governor as the appropriate party for the purposes of service of process If the United States District Court for the State of Arizona fmds that it does not have jurisdiction m any action ansmg under this Agreement brought by or against the Community,then the Parties agree that the action shall be adjudicated through arbitration in the State of Arizona as follows i) the parties shall attempt to agree upon one arbitrator with expertise on the subject matter of the dispute; u) if the parties are unable to agree on an arbitrator, each party shall select an arbitrator within ten(10) days of the commencement of the arbitration and the two(2) arbitrators shall mutually appoint a third arbitrator within twenty (20) days of their appointment If the two arbitrators are unable to agree on the appointment of a third arbitrator within twenty(20) days,the third arbitrator shall be appointed by the American Arbitration Association,and lli) the arbitrator(s) shall confer with the parties immediately after appointment to determine an arbitration schedule including whether and to what extent discovery is required The arbitrator(s) may set the matter for an evidentiary hearing or oral argument, or may dispose of the dispute based upon written submissions only The decision of the majority of the arbitrator(s) shall be final, binding, and unappealable Such decision shall be enforceable in United States District Court for the State of Arizona The cost of arbitration shall be borne equally by the parties The parties shall bear their own costs and attorney's fees associated with their participation in the arbitration unless the decision of the arbitrator shall specify otherwise. Section 16 Amendments. This Agreement may be amended only by an instrument in writing approved and signed by all of the Members CAS cas 1947685 5 5/23/2013 8 Section 17 Legal Counsel Review. This Agreement shall be submitted to the legal counsel for each party hereto prior to its execution by said party, in order to determine whether this Agreement is in proper form and is within the powers and authority granted under the laws applicable to said party Attached hereto and incorporated herein by reference is a copy of said written determination of each party's legal counsel Section 18 Notices. All notices or demands upon any party to this Agreement shall be in writing and shall be delivered in person or sent by mail as follows Town of Gilbert 50 East Civic Center Drive Gilbert, Anzona 85296 Attention Town Manager City of Mesa 55 North Center Street Box 1466 Mesa, Arizona 85211-1466 Attention City Manager Town of Queen Creek 22358 South Ellsworth Road Queen Creek, Arizona 85142 Attention Town Administrator Gila River Indian Community Admuustrative Offices P O Box 97 Sacaton, Arizona 85147 Attention Lieutenant Governor City of Phoenix 3400 E. Sky Harbor Blvd, Suite 3300 Phoenix, Arizona 85034 Attention Aviation Director City of Apache Junction 300 E Superstition Blvd Apache Junction,AZ 85119 Attention City Manager CAS cas 1947685 5 5/23/2013 9 Section 19 Filing. A completely executed copy of this Agreement shall be filed with the Arizona Secretary of State, the Mancopa County Recorder, and the City Clerk, or the Town Clerk, as appropriate, of each other party hereto Section 20 Remedies. In the event of any violation or threatened violation by any party to this Agreement,of any of the terms, restrictions, acknowledgements, covenants or conditions of this Agreement,the other parties hereto shall be entitled to full and adequate relief by injunction and all other legal and equitable remedies Section 21 Cancellation. This Agreement may be canceled pursuant to Anzona Revised Statutes, Section 38-511. Section 22 Annrov►n2 Action. Copies of appropriate action by ordinance, resolution or otherwise authorizing the respective parties to enter into this Agreement are attached hereto as Exhibit A The Agreement may be signed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, but all of which taken together shall constitute one of the same instrument Section 23 Federal Aviation Administration. The parties recognize that contributions by Phoenix will be obtamed from its Aviation Department Those contributions are subject to review by the Federal Aviation Administration Nothing herein requires any Member to contribute funding contrary to the Federal Aviation Administration's policies and procedures Section 24 Bond Ordinances. Notwithstanding any of the provisions in this Agreement, no Member assumes any obligation in connection with this Agreement that will have priority over or panty with any bond issued by each Member in its individual capacity Section 25 Audit Records. The parties, the Federal Aviation Administration, the Comptroller of the Umted States, or any duly authorized representative reserves the right, at reasonable times, to audit and/or copy the Airport Authority's books and records directly pertinent to this Agreement Nothing herein requires the Airport Authonty to create or maintain any records that the Airport Authority does not mamtain in the ordinary course of business or pursuant to a provision of law CAS cas 1947685 5 5/23/2013 10 eiN IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as provided in Section 12 Attest. TOWN OF GILBERT By By Town Clerk John Lewis,Mayor Attest CITY OF MESA By By City Clerk Scott Smith,Mayor Attest TOWN OF QUEEN CREEK By By Town Clerk Gail Barney, Mayor Attest. GILA RIVER INDIAN COMMUNITY By By Gregory Mendoza, Governor Attest CITY OF PHOENIX By By City Clerk David Cavazos,City Manager Attest. CITY OF APACHE JUNCTION By By City Clerk John Insalaco, Mayor CAS.cas 1947685 5 5/23/2013 11 i DETERMINATION OF LEGAL COUNSEL The amended and restated Joint Powers Airport Authonty Agreement has been reviewed by the undersigned attorneys who have determined that it is in proper form and within the power and authonty granted under the applicable laws of each party Date Gila River Indian Community Attorney Date Gilbert Town Attorney Date Mesa City Attorney Date Phoenix City Attorney Date Queen Creek Town Attorney Date Apache Junction City Attorney CAS.cas 1947685 5 5/23/2013 12 • • EXHIBIT A [Ordinance,Resolution or Minutes Approving JPAA Agreement] (Attached) CAS.cas 1947685 5 5t23/2013 A-1 fiftk PHOENIX-MESA GATEWAY AIRPORT AUTHORITY AND CITY OF APACHE JUNCTION LOAN AGREEMENT THIS AGREEMENT is effective , 2013 by and between the City of Apache Junction, an Arizona municipal corporation ("Lender") and Phoenix-Mesa Gateway Airport Authority, an Arizona joint powers airport authority ("Borrower" or "Authority"),collectively the "Parties" 1. PURPOSE. a. The City of Mesa, the Towns of Gilbert and Queen Creek, the Gila River Indian Community, and the City of Phoenix (collectively, "Member Governments") formed the Authority to redevelop the airport facilities at the former Williams Air Force Base ("Base") Prior to the formation of the Authority, the City of Mesa and the Towns of Gilbert and Queen Creek participated in the redevelopment of the Base through participation in the Intergovernmental Agreement Group, which consisted of the Member Governments, the Cities of Apache Junction and Chandler, and Maricopa County ("IGA Group"). b Since the federal government closed the Base in 1993, the Member Governments have made periodic loans to the Authority or the IGA Group for capital and operating purposes, or have directly paid expenses associated with the redevelopment of the airport facilities at the Base c The Member Governments desire by this Agreement to document the previous loans and payments made for redevelopment of the airport facilities at the Base, as well as to establish a framework for future loans to the Authority, in order to comply with the Federal Aviation Administration Reauthorization Act of 1996 and the Policy and Procedures Concerning the Use of Airport Revenue issued by the Federal Aviation Administration on February 16, 1999 at 64 Federal Register 7696 2. DEFINITIONS AND PRELIMINARY MATTERS. a. "Governmental Authority" shall refer to the authority of the United States, the State of Arizona, any political subdivision thereof, any city and town and any agency, department, commission,board, bureau or instrumentality of any of them. b. "Laws" shall refer to any law, ordinance, order, rule, regulation or requirement of a Governmental Authority. CAS akr 1950483.3 5/14/2013 1 n c "Loan" or "Loan(s)" shall refer to any loan of money from Lender to Borrower under this Agreement, which Loans will be evidenced by one or more Notes. d "Note" or "Note(s)" shall refer to the Promissory Note or Notes signed by Borrower in favor of Lender in the stated principal amount of each Loan. Notes will be substantially in the form of Exhibit A. e Borrower's address for notices shall be: Phoenix-Mesa Gateway Airport Authority Attn: Director of Finance 5835 S Sossaman Road Mesa,Arizona 85212 f Lender's address for notices shall be. City of Apache Junction Attn. City Manager 300 E Superstition Blvd Apache Junction, AZ 85119 3. THE LOANS. From time to time,Lender may make one or more Loans to Borrower and Borrower may accept the Loans upon the terms and conditions set forth herein All such Loans shall be evidenced by a promissory note substantially in the form of the Note attached as Exhibit A Lender will advance the Loan funds to be disbursed from time to time pursuant to the terms and disbursement procedures set forth herein. Disbursements shall be used by Borrower only for purposes authorized by applicable Laws 4. CONDITIONS PRECEDENT TO ADVANCING FUNDS. Loans made by Lender are subject to Borrower satisfying each of the conditions precedent a Before advancing any funds, Lender shall have received the following, all in form,scope and substance satisfactory to Lender in Lender's sole discretion. (1) The signed Note that evidences the Loan (2) A copy of the approved and executed Resolution of the Borrower showing that the Board of Directors of Borrower has authorized Borrower to enter into this transaction and sign this agreement and all documents related hereto and designating the representative of Borrower who shall sign this Agreement and all related agreements on behalf of Borrower (3) Such other information or documentation or agreements as Lender may require. CAS akr 1950483 3 5/14/2013 2 b No default shall exist under this Agreement or any Note that arises under this Agreement. c All the requirements for the disbursements set forth herein shall have been satisfied 5 GENERAL DISBURSEMENT PROCEDURES. Provided that Borrower has complied with the applicable provisions of this Agreement, all disbursements shall be requested and made by a written invoice, which invoice states the amount to be disbursed and the desired date of disbursement If the invoice is consistent with the Authority's Board-approved budget, and such budget has been approved by the Lender's governing body, Lender shall disburse the invoiced amount to Borrower Disbursements will not be made by Lender if Borrower has not fully complied with all covenants and agreements herein or if there is any default hereunder or under the Note, or if any representation or warranty made by Borrower in this Agreement is not true and correct as of the date of disbursement. So long as Lender is acting in good faith Lender shall not be liable for any error, omission, irregularity or action taken with respect to any disbursement 6 BORROWER'S COVENANTS. Borrower shall pay all costs and expenses required to satisfy the provisions of this Agreement. Without limiting the generality of the foregoing, Borrower shall pay a All reasonable costs and expenses of Lender incurred in the exercise of any rights or remedies of Lender hereunder;and b All reasonable costs, charges,and expenses agreed to be paid by Borrower and incurred in connection with the closing or disbursement of the Loan or the implementation of this Agreement,or payable pursuant to this Agreement 7. BORROWER'S REPRESENTATIONS AND WARRANTIES. As of the date hereof and the date of each disbursement of funds hereunder, Borrower represents and warrants, which representations and warranties shall survive the making of any disbursements hereunder, that a Existence. Borrower is dulycreated, validlyexisting, in good standing, with full power and authority to own property, borrow money and consummate the transactions contemplated hereby b No Breach. The consummation of the transaction hereby contemplated and performance of this Agreement and the Security Documents will not result in any breach of, or constitute a default under any mortgage,deed of trust, lease, bank loan or security agreement, corporate charter, bylaws, partnership agreement, or other instrument to which Borrower or any shareholder of Borrower is a party or by which Borrower or they may be bound or affected. CAS.akr 1950483 3 5/14/2013 3 et c. Request for Funds. Each invoice for Funds shall be true and accurate and the submission of same or the receipt of the funds so requested shall constitute a reaffirmation of the representations,warranties and covenants contained herein d. No Default. There is no default on the part of Borrower under this Agreement or the Note and no event has occurred and is continuing which with notice or the passage of time or both would constitute a default under any provision thereof. e. Compliance with Agreement. Borrower has complied fully and in a timely manner with all covenants, agreements and conditions set forth herein, and will continue to do so at all times during the continuance of this Agreement 8 DEFAULTS Each of the following events shall constitute an "Event of Default" hereunder. a. Any representation or warranty contained herein, or any representation to Lender concerning the financial condition or credit standing of Borrower that proves to be false or misleading in any material respect b The breach of any other covenant or agreement of Borrower contained herein that is not fully cured within ten days after written notice thereof to Borrower c. The occurrence of any default or event of default under, or the breach of any covenant, warranty, promise or representation of Borrower contained in this Agreement or in the Note d. Any failure to pay any principal or interest payable under the Note as and when the same shall become due and payable or the failure to pay any other amount due under the Note or this Agreement as and when such amount shall become due and payable e. The voluntary or involuntary filing by Borrower of any proceeding under the federal bankruptcy laws now or hereafter existing or any other similar statute now or hereafter in effect; the entry of an order for relief under such laws with respect to Borrower or guarantor of the Loan, or the appointment of receiver, trustee, custodian or conservator of all or any part of the assets of Borrower Notwithstanding any provision in this Paragraph 8 to the contrary, the Borrower and the Lender shall extend the payment due date in any Note if the Borrower has insufficient operating revenue with which to make the payment due or if it is otherwise advisable to extend the payment due date, and such extension shall not constitute an Event of Default. CAS akr 1950483 3 5/14/2013 4 9 REMEDIES. a. Acceleration. Upon the happening of any one or more Events of Default, the entire unpaid principal balance of the Note, together with all accrued and unpaid interest, and all other amounts due thereunder, shall, at the option of Lender and without prior demand or notice to Borrower, become immediately due and payable In addition, Lender may, at its option, and without prior demand or notice, upon the happening of any one or more Events of Default (without regard to the obligation to give notice or the expiration of time for the cure of such default) terminate in whole or in part any further obligation of Lender to make disbursements hereunder. Notwithstanding the exercise of either one or both of the foregoing remedies set forth in this paragraph, Lender may make any disbursements after the happening of any Event of Default without thereby waiving such default or its right to demand payment of the Note or to exercise any remedy hereunder or under the Note, and without liability to make any other or further disbursements hereunder b Remedies are Cumulative. All remedies of Lender provided for herein are cumulative and shall be in addition to any and all other rights and remedies provided or available at law or in equity, or in any other instruments or documents relating to the Loan No single or partial exercise of any right or remedy of Lender hereunder shall preclude any further exercise thereof or the exercise of any other or different right or remedy. c. Lender's Expenses. Borrower shall pay promptly to Lender, reasonable attorneys' fees and all other reasonable costs and expenses paid or incurred by Lender in enforcing or exercising its rights or remedies under this Agreement, whether or not any suit or action is instituted 10. GENERAL CONDITIONS. a. No Waiver; Consent. To be effective, waivers of any covenant, term or condition contained herein must be in writing and shall not be construed as a waiver of any other or subsequent breach of any covenant, term or condition. No waiver of any default or breach of Borrower hereunder shall be implied from any delay or omission by Lender to take action on account of such default. The consent of approval by Lender, or Lender's failure or refusal to give its consent or approval, to or of any act by Borrower shall not be deemed to waive or render unnecessary Lender's consent or approval to or of any subsequent or other act b. No Third Parties Benefited. This Agreement is made and entered into for the sole protection and benefit of Lender and Borrower, their successors and assigns, and shall not be deemed to create any trust funds unless expressly stated herein, and no other persons or entities shall have right of action hereon or rights to the Loan funds at any time CAS akr 1950483 3 5/14/2013 5 c Miscellaneous. Whenever the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. The captions of the Articles and sections of this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereon. All exhibits attached hereto or referred to herein are incorporated herein by reference and made a part hereof d Notices. All notices required to be given hereunder shall be delivered or mailed by first-class United States mail, postage prepaid, return receipt requested, and addressed to the Parties at their respective addresses set forth in Section 2(e) and (f) Such addresses may be changed by either Party by notice to the other Party given in the same manner as above provided. Borrower agrees to forward to Lender, without delay, any notices, letters or other communications delivered to Borrower naming Lender as addressee. e. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona f Successors and Assigns The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto, provided, however, that Borrower shall not assign this Agreement or any monies to be advanced hereunder, or assign or delegate any of its rights, interests, duties or obligations hereunder, in whole or in part, without the prior written consent of Lender, and any such assignment (whether voluntary or by operation of law) without said consent shall, at Lender's option,be void and of no force or effect and shall constitute a breach hereof. g. Time. Time is of the essence in the performance of this Agreement and every provision hereof h Advances. All sums advanced, paid or expended by Lender under the terms of this Agreement in excess of the face amount of the Note shall be considered as and shall be an additional loan to Borrower which shall bear interest at the rate set forth in the Note and shall be due and payable by Borrower,without notice, upon advancement, payment or expenditure of the same by Lender i. Severability. Invalidation of any one or more of the provisions of this Agreement shall in no way affect any of the other provisions hereof, which shall remain in full force and effect j. Amendments. This Agreement may not be modified or amended except by a written agreement signed by the party asserted to be bound thereby. k Attorneys' Fees. In the event of any suit or other proceeding between the Parties with respect to the subject matter of this Agreement, the prevailing party CAS akr 1950483 3 5/14/2013 6 (as determined by the court or other Governmental Authority before which such suit or other proceeding is concluded) shall, in addition to such other relief as may be awarded, be entitled to recover attorneys' fees, expenses, and costs of investigation as actually incurred 1 Representation by Counsel. The firm of Gust Rosenfeld, PLC, an Arizona professional association, and its attorneys (collectively "Borrower's Counsel") have represented only Borrower in connection with this Agreement and the transactions contemplated herein. Borrower's Counsel advises Lender that Lender should obtain separate legal counsel to advise Lender with respect to this Agreement and the transaction contemplated herein. Borrower's Counsel represents and may continue to represent Borrower in connection with other legal matters of Borrower unrelated to this Agreement and loan transaction The Parties consent to Borrower's Counsel representing only the interests of Borrower in connection with this Agreement and the transactions contemplated herein m. Survival. The terms, conditions, agreements, covenants, representations and warranties contained in this Agreement shall survive the execution and delivery of each Note. IN WITNESS WHEREOF, the parties hereto have signed this Loan Agreement as of the date first above written Phoenix-Mesa Gateway Airport Authority, an Arizona Joint powers airport authority By: Its• "Borrower" City of Apache Junction, an Arizona municipal corporation By. Its Mayor "Lender" Attest By Apache Junction City Clerk CAS akr 1950483 3 5/14/2013 7 A", Exhibit A PROMISSORY NOTE $<amount of note in numbers> Phoenix,Arizona <date of note> For value received, Phoenix Mesa Gateway Airport Authority, an Arizona Joint powers airport authority ("Maker"),promises to pay to the order of ("Lender") the principal sum of <amount of note wntten out> Dollars ($<amount of note in numbers>) The repayment terms are as follows No payments of principal or interest will be due hereunder until , at which time all amounts unpaid hereunder will be due and payable in full From this date forward, interest shall accrue on the unpaid principal balance outstanding at an annual rate equal to percent( %) per annum compounded annually. Notwithstanding anything herein to the contrary, if the rate of interest as calculated under this Note would exceed that allowed by law,the applicable rate of interest shall be the maximum rate of interest allowed by applicable law Notwithstanding the payment due date set forth above, if the Maker has insufficient operating revenue with which to make the payment due pursuant to this Note or it is otherwise advisable to extend the payment due date, the Maker and the Lender shall extend the payment due date to a future mutually agreeable date All amounts payable hereunder shall be paid in lawful money of the United States. Maker shall have the option of prepaying this Note, in full or in part, at any time without penalty All amounts due hereunder will be payable at the offices of Lender at <address of Lender>, or such other place as Lender may from time to time designate in writing to Maker The entire unpaid principal, interest, and all other amounts due hereunder shall become immediately due and payable at the option of Lender without presentment or demand or any notice to Maker or any other person obligated hereon, upon default in the payment of any of the principal or any amount due hereunder when due, or upon Maker's default under any other agreement between Maker and Lender, including, but not limited to, the Loan Agreement (the "Loan Agreement")between Lender and Borrower dated July , 2013,or if any event occurs or condition exists which authorizes the acceleration of the maturity date hereof under any other agreement made by Maker in favor of Lender In the event that garnishment, attachment, levy, execution, foreclosure, forfeiture, or notice of sale is issued or commenced against any of the property or assets of Maker, or in the event Maker shall become insolvent or make a general assignment for the benefit of creditors, or an insolvency proceeding be instituted against Maker, such event shall be deemed a default CAS akr 1950483 3 5/14/2013 A-1 hereunder, and Lender may declare this Note immediately due and payable ten (10) days after written notice to Maker if the default is not cured within the ten(10)day period If Lender uses the services of attorney in attempting to collect any amount due hereunder or to enforce the terms hereof or the terms of any agreement related to this indebtedness, or if Lender becomes a plaintiff or defendant in any legal proceeding relating to this Note or for the recovery or protection of the indebtedness evidenced hereby, Maker, Maker's successors and assigns, shall repay to Lender, on demand, all costs and expenses so incurred, including reasonable attorneys' fees, and those costs, expenses and attorneys' fees incurred after the filing by or against Maker of any proceeding under any chapter of the Bankruptcy Code, or similar federal or state statutes, and whether incurred in connection with the involvement of Lender as creditor in the proceedings or otherwise If Lender fails to exercise any option hereunder, it shall not constitute a waiver of Lender's right to exercise the same in the event of any subsequent default, or in the event of the continuance of any existing default after a demand for strict performance hereof. All notices provided for herein be validly given if in writing and delivered personally or sent by certified mail, postage prepaid, to Maker at 5835 S Sossaman Road, Mesa, Arizona 85212, or to such other address as Maker may from time to time designate in writing delivered to Lender Notice given by mail as set out above shall be deemed delivered at the time and on the date the notice is mailed This Note is issued in connection with the Loan Agreement Time is of the essence of this Note and of each and every term and provision hereof. The sole place of venue for any proceeding to enforce collection of this Note shall be Maricopa County, Arizona. This Note shall be governed and construed in accordance with the laws of the State of Arizona This Note was prepared on July . 201_, but evidences transactions that took place in the Fiscal Year ending Phoenix-Mesa GatewayAirport Authority, rp an Arizona joint powers airport authority By Its "Maker" CAS akr 1950483 3 5/14/2013 A-2 �:'+Gii � ,b City of Apache Junction, Arizona c� .,�, 300 E Superstition ig( . Boulevard i Apache Junction,AZ y, -/ K-4085119 Master File Number 13-078 File ID 13-078 Type• Intergovernmental Status. Agenda Items Agreement Version. 1 Reference In Control City Council Work .•.► Session Requester. Cost File Created. 05/23/2013 File Name Phx-Mesa Gateway Membership Discussion Final Action Title. Presentation and discussion on the city's proposed membership with the Phoenix-Mesa Gateway Airport Authority (PMGAA). The members of the airport authority recently directed airport officials to work with the authority's existing members to prepare the documents needed for the board to vote on the inclusion of the city as an official member City council shall discuss the intergovernmental agreement, joint powers agreement and loan agreement required for membership To participate as a member of the PMGAA, members contribute annual loans The loan for the city's membership in Fiscal Year 2013-2014 is in an initial amount of$400,000 00, and the first of five annual payments of $130,000 00 Loans go toward the capital improvement program of the PMGAA Presentation and discussion. Notes. Code Sections. Agenda Date• 06/03/2013 Indexes Economic Development Agenda Number. Sponsors. Busby Enactment Date. Attachments Amended and Restated IGA,Amended and Restated Enactment Number. 11.16 Joint Powers Agreement, Loan Agreement Contact Hearing Date. Drafter amccray@alcity net Effective Date History of Legislative File Ver. Acting Body' Date' Action' Sent To. Due Date Return Result sion• Date 1 City Council Work 06/03/2013 Session Text of Legislative File 13-078 City of Apache Junction,Arizona Page 1 Printed on 5/28/2013 SECOND AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT THIS SECOND AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT (this "Agreement") is entered into as of day of , 2013 (the "Effective Date"), by and among the PHOENIX-MESA GATEWAY AIRPORT AUTHORITY, an Arizona Joint powers airport authority (the "Authority" or "PMGAA"), the TOWN OF GILBERT, an Arizona municipal corporation, as a member of the Authority ("Gilbert"), the CITY OF MESA, an Arizona municipal corporation, as a member of the Authority("Mesa"),the TOWN OF QUEEN CREEK, an Arizona municipal corporation, as a member of the Authority ("Queen Creek"), the GILA RIVER INDIAN COMMUNITY as a member of the Authority (the "Community"), the CITY OF PHOENIX, an Arizona municipal corporation, as a member of the Authority ("Phoenix") and the CITY OF APACHE JUNCTION, an Arizona municipal corporation("Apache Junction"), collectively the"Parties." RECITALS A. Gilbert, Mesa, Queen Creek, the Community and Phoemx are members of the Authority pursuant to the Amended and Restated JPAAA dated May 22, 2006, filed with the Arizona Secretary of State on July 20, 2006 (the"2006 PMGAA Agreement"). B The Authority was established pursuant to Arizona Revised Statutes ("A.R.S."), Section 28-8521, et seq for the purposes of acquiring, developing and operating an airport and related facilities (the "Airport Facilities") located on a portion of the property formerly known as Williams Air Force Base (the"Base Property") C Apache Junction has requested and the Authority has approved Apache Junction as a member of the Authority D A new Amended and Restated Joint Powers Airport Authority Agreement dated , filed with the Arizona Secretary of State on , /a has been approved, adding the City of Apache Junction as a member of the Authority ("2013 PMGAA Agreement") E. The Authority, Gilbert, Mesa, Queen Creek, the Community and Phoenix entered into the Amended and Restated Intergovernmental Agreement, dated May 22, 2006, filed with the Arizona Secretary of State on July 20, 2006 (the "Initial Amended and Restated Intergovernmental Agreement"), to add Phoenix as a member of the Authority and to establish Phoenix's financial contribution to the Phoenix-Mesa Gateway Airport Authority. F. Apache Junction intends to become a meaningful proprietor, along with the other members of the Authority, which are also meaningful proprietors of the Authority, by participating as a member of the Authority G. To date, Mesa, Gilbert, Queen Creek, the Community and Phoenix have contributed over$80 million to the operation,maintenance and development of the Airport CAS akr 1909383 6 5/14/2013 1 H The Authority is interested in adding another financial partner to help develop the Airport and the Airport Facilities. I. The Authority, Gilbert, Mesa, Queen Creek, the Community, Phoenix, and Apache Junction desire to enter into this Agreement to amend and restate the Initial Amended and Restated Intergovernmental Agreement to include Apache Junction as a member of the Authority and to establish Apache Junction's financial contribution to the Airport AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows. Section 1. Purpose and Goals. 1 1 The Authority, Mesa, Gilbert, Queen Creek, the Community, Phoenix and Apache Junction agree to work together to establish a system of commercial service airports to serve the long-term aviation needs of the communities surrounding the Airport Section 2. Development of Authority's Budget. 2.1 Each Party shall contribute funds for the PMGAA budget as approved by the Authority's Board of Directors pursuant to Sections 8 and 9 of the 2013 PMGAA Agreement 2.2 For fiscal year 2014, in addition to its annual member contribution for fiscal year 2014, Apache Junction will contribute a one-time payment of$400,000 to the Authority This investment will evidence Apache Junction's meaningful participation in the Authority, the �► proprietor of the Airport 2 3 Apache Junction will commit a minimum of $130,000 as its annual member contribution for fiscal years 2014-2019. Section 3. Golf Course and Wastewater Treatment Plant. 3 1 The Parties agree to support the finding of the Record of Decision that the 18-hole golf course located on the Base Property (the "Golf Course") will be offered first to the Community for negotiated sale and the Community agrees to support Mesa's request for conveyance of the existing wastewater treatment plant located on the Base Property (the "Wastewater Treatment Plant"). The Community agrees to operate and maintain the Golf Course as a public golf course in substantially the same manner, condition and configuration as currently operated and used Specifically, the Community agrees to accept effluent from the current Wastewater Treatment Plant until the Wastewater Treatment Plant is decommissioned by Mesa. Mesa agrees to operate and maintain the Wastewater Treatment Plant in substantially the CAS akr 1909383 6 5/14/2013 2 1^ same manner, condition, and configuration as currently operated. The Community and Mesa agree to negotiate in good faith to establish an equitable rate regarding the sale of the effluent from the wastewater treatment plant for use in maintaining and operating the Golf Course. Section 4. Archeological Issues. 4 1 The Authority agrees to comply with the terms of the Agreements with the Community regarding archaeological issues that complies with federal and state law, including, but not limited to, applicable Sections of the National Historic Preservation Act and the Programmatic Agreement Among The United States Air Force, the Arizona State Historic Preservation Officer and the Advisory Council on Historic Preservation Concerning Disposal of Williams Air Force Base, Mesa, Arizona, February 1995 (the "Programmatic Agreement"). To the extent allowed by federal and state law, the Authority acknowledges that the Community has rights to and ownership of all Native American data and artifacts recovered on property owned or controlled by the Authority A partial listing of Native American data and artifacts which might be recovered on the Base Property includes, but is not limited to, whole or fragmentary tools, implements, containers, weapons, weapon projectiles, clothing, ornaments, containers, pott ery ry and other ceramics, basketry, cordage, weavings, coins, bullets, bottles and other glassware, flaked stone, , ground stone, pecked stone, worked bone, metal wood tide, feathers and pigments. Further, to the extent allowed by federal and state law and Authonty procurement requirements, and to the extent it meets the requirements of the Programmatic Agreement, the Authority agrees that the Community may provide all data recovery plans, data recovery and mitigation required in association with the development on the Airport Facilities Section 5. Gambling. 5.1 The Parties agree that they will comply with federal and state laws as such laws pertain to the establishment of gambling facilities, activities, events or services, and that they will not operate or permit to be operated any such prohibited gambling facility, activities, events or services on or in connection with any or all of the Base Property Section 6. Governing Law; Jurisdiction. 6.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of Arizona. The court with the original jurisdiction for causes of action arising under this Agreement is the United States District Court for the State of Arizona The Community agrees to, and hereby waives its sovereign immunity from, the jurisdiction of the United States District Court for the State of Arizona in any action arising under this Agreement brought by or against the Community The Community further agrees to accept and be bound by, thereby waiving its sovereign immunity from, a judgment or order which is final (because either the time for appeal thereof has expired or the judgment or order is issued by a court or other entity having final appellate jurisdiction over the matter is not subject to collateral attack)by any such court or any court or entity having appellate jurisdiction over any such court in any such action. The Community waives its sovereign immunity to the enforcement of any such final judgment against it without limitation. The Community hereby designates the Community's Governor as the appropriate party for the purposes of service of process. If the United States District Court CAS akr 1909383 6 5/14/2013 3 for the State of Arizona finds that it does not have jurisdiction in any action arising under this Agreement brought by or against the Community, then the Parties agree that the action shall be adjudicated through arbitration in the State of Arizona as follows. 6.1.1 The Parties shall attempt to agree upon one arbitrator with expertise on the subject matter of the dispute; 6 1 2 If the Parties are unable to agree on an arbitrator, each party shall select an arbitrator within ten(10) days of the commencement of the arbitration and the two (2) arbitrators shall mutually appoint a third arbitrator within twenty (20) days of their appointment If the two (2) arbitrators are unable to agree on the appointment of a third arbitrator within twenty (20) days,the third arbitrator shall be appointed by the American Arbitration Association; and 613 The arbitrator(s) shall confer with the Parties immediately after appointment to determine an arbitration schedule including whether and to what extent discovery is required. The arbitrator(s) may set the matter for an evidentiary hearing or oral argument, or may dispose of the dispute based upon written submissions only The decision of the majority of the arbitrator(s) shall be final, binding and non-appealable Such decision shall be enforceable in United States District Court for the State of Arizona. The cost of arbitration shall be borne equally by the Parties The Parties shall bear their own costs and attorneys' fees associated with their participation in the arbitration unless the decision of the arbitrator shall specify otherwise Section 7. Attorneys' Fees. 7 1 If any action is brought to enforce this Agreement or to recover damages or equitable relief for a breach of this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees incurred in such action Section 8. Entire Agreement. 8.1 There are no oral agreements among the Parties with respect to those matters and transactions that are the subject of this Agreement, and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understands, written or oral, if any, among the Parties with respect to those matters and transactions that are the subject of this Agreement. Section 9. Severability. 9.1 If any provision of this Agreement shall be determined to be void by a court of competent jurisdiction, then such determination shall not affect any other provision of this Agreement and all such other provisions shall remain in force and effect. Section 10. Termination of the Authority. 10.1 This Agreement shall remain in full force and effect unless modified or terminated by written agreement of a majority of the members of the Authority This Agreement CAS akr 1909383 6 5/14/2013 4 shall also be deemed terminated should all Parties hereto have exercised their right to withdraw from the Authority in accordance with Section 10 of the 2013 PMGAA Agreement. 10 2 Notwithstanding the right to withdraw set forth in Section 10 of the 2013 PMGAA Agreement, each Party hereto agrees to remain a member of the Authority and to be bound by this Agreement for at least one year after the Effective Date. 10.3 Unless otherwise agreed to by a majority of the members of the Authority, upon termination of this Agreement 10 3 1 If one member agrees to assume ownership of the Airport Facilities and agrees to assume the financial obligations of all members, then the Authority shall transfer title of the Airport Facilities to such member 10.3 2 If no member agrees to assume ownership of the Airport Facilities and the financial obligations of all members, and if the State of Arizona agrees to assume such ownership and financial obligations, then the Airport Facilities shall be transferred to the State of Arizona. 10.3.3 If the State of Arizona refuses to assume ownership of the Airport Facilities, then the Airport Facilities shall revert to the United States of America Section 11. Term. 11 1 This Agreement shall remain in full force and effect until a date that is ninety-nine (99) years after the Effective Date unless modified or terminated by written agreement of all Parties, or if the 2013 PMGAA Agreement is terminated Section 12. Notices. 12 1 All notices or demands upon any party to this Agreement shall be in writing and /11 shall be delivered in person or sent by mail as follows. Town of Gilbert City of Phoenix 50 East Civic Center Drive 3400 East Sky Harbor Boulevard Gilbert, Arizona 85296 Suite 3300 Attention. Town Manager Phoenix,Arizona 85034 Attention. Aviation Director Gila River Indian Community Administrative Offices City of Apache Junction P 0 Box 97 300 East Superstition Boulevard Sacaton, Arizona 85147 Apache Junction,Arizona 85119 Attention Lieutenant Governor Attention. City Manager CAS akr 1909383 6 5/14/2013 5 City of Mesa Phoenix-Mesa Gateway Airport Authority P.O. Box 1466 5835 South Sossman Road Mesa, Arizona 85211-1466 Mesa, Arizona 85212 Attention. City Manager Attention. Executive Director Town of Queen Creek 22358 South Ellsworth Road Queen Creek, Arizona 85142 Attention. Town Administrator Section 13. Cancellation. 13 1 This Agreement may be canceled pursuant to Arizona Revised Statutes § 38-511 Section 14. Approving Action. 14 1 Copies of appropriate action by ordinance, resolution or otherwise authorizing the respective Parties to enter into this Agreement are attached hereto as Exhibit A and incorporated herein by reference Section 15. Federal Aviation Administration. 15 1 Contributions by members may be subject to review by the Federal Aviation Administration. Nothing herein requires any member to contribute funding contrary to the Federal Aviation Administration's law, regulations, policies and procedures. Section 16. Joint Powers Airport Authority Agreement Implementation. 161 Apache Junction shall appoint one representative and one alternative representative to act on behalf of Apache Junction in accordance with the provisions of Section 3 of the 2013 PMGAA Agreement Section 17. Audit Records. 17.1 The Parties, the Federal Aviation Administration, the Comptroller of the United States or any duly authorized representative reserves the right, at reasonable times, to audit and/or copy the Authority's books and records directly pertinent to this Agreement. Nothing herein requires the Authority to create or maintain any records that the Authority does not maintain in the ordinary course of business or pursuant to a provision of law Section 18. Counterparts. 18 1 This Agreement may be executed in any number of counterparts, all such counterparts shall be deemed to constitute one and the same instrument, and each of said counterparts shall be deemed original hereof. CAS akr 1909383 6 5/14/2013 6 Aaihk IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective as provided in Section 11. Attest PHOENIX-MESA GATEWAY AIRPORT AUTHORITY By By Board Secretary Its Chairperson n Attest TOWN OF GILBERT By By Town Clerk Its Mayor Attest CITY OF MESA By By City Clerk Its Mayor Attest. TOWN OF QUEEN CREEK By By Town Clerk Its Mayor Attest. GILA RIVER INDIAN COMMUNITY By By Its Governor Attest: CITY OF PHOENIX By By City Clerk Its City Manager Attest CITY OF APACHE JUNCTION By By City Clerk Its Mayor CAS akr 1909383 6 5/14/2013 7 DETERMINATION OF LEGAL COUNSEL The foregoing Second Amended and Restated Intergovernmental Agreement has been reviewed by the undersigned attorneys who have determined that, with respect to their respective clients only, it is in proper form and within the power and authonty granted under the applicable laws of each party. Date Phoenix-Mesa Gateway Airport Authonty Attorney Date Gilbert Town Attorney Date Mesa City Attorney Date Queen Creek Town Attorney Date Gila River Indian Community Attorney p Date Phoenix City Attorney Date Apache Junction City Attorney CAS akr 1909383 6 5/14/2013 8 EXHIBIT A TO SECOND AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT [Approving Action] See following pages. CAS akr 1909383 6 5/14/2013 A-I eIN ON PHOENIX-MESA GATEWAY AIRPORT AUTHORITY AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT This Amended and Restated Jomt Powers Airport Authority Agreement (the "Agreement") continuing and establishing the Phoenix-Mesa Gateway Airport Authority, is made and eIN entered into as of day of , 2013, pursuant to Arizona Revised Statutes Section 28-8521, by and among the Town of Gilbert, an Arizona municipal corporation ("Gilbert"), the City of Mesa, an Arizona municipal corporation ("Mesa"), the Town of Queen Creek, an Arizona municipal corporation ("Queen Creek"), the Gila River Indian Community ("Community"), a ,the City of Phoenix, an Arizona municipal corporation("Phoenix"), and the City of Apache Junction, an Arizona municipal corporation ("Apache Junction") (collectively and individually, "Members"or"Member") The parties to this Agreement agree as follows Section 1 Recitals. 1 1 The United States closed Williams Air Force Base ("Williams") as an operating location of the United States Air Force ("USAF"). 1 2 Williams had existing aviation facilities that are suited to be operated and developed as an airport facility pursuant to the Joint powers airport authority powers found in Arizona Revised Statutes("A.R.S.") Section 28-8521, et seq 1 3 The original joint powers airport authority agreement was made and entered into as of 19th day of May, 1994, by and among the Gilbert, Mesa, and Queen Creek and recorded on May 19, 1994, as Instrument No 94-0400695, official records of Maricopa County, Arizona /l\ 1 4 By entering into the original Joint powers airport authority agreement, the parties to that agreement desired to establish a Joint powers airport authority to develop, reuse, operate, and maintain the existing Williams aviation facilities. Upon establishment of the Joint powers airport authority, the new facilities were known as the Williams Gateway Airport Authority. Via 2009 Amendment, the legal name of the entity was changed to the Phoenix-Mesa Gateway Airport Authority ("Airport Authority") 1.4.1 Via 1995 and 2006 Amendments to the original joint powers airport authority agreement, the Community and Phoenix were added as Members of the Airport Authority A 2012 Amendment modified the weighted voting calculation now set forth in Section 8 below 1.5 Through the original Joint powers airport authority agreement, it was the desire of each party that the joint powers airport authority agreement take the place of and cancel the Intergovernmental Agreement (Williams Air Force Base- Management and Operation) that was recorded on December 14, 1992 at Recorder's No. 92-0712408 in the records of Maricopa County, CAS akr 1947685 4 5/14/2013 1 Arizona, the substance of which was Incorporated in the original Joint powers airport authority agreement 1 6 Gilbert, Mesa, Queen Creek, the Community, and Phoenix desire to amend and restate the Agreement to include Apache Junction as a Member of the Airport Authority. 1.7 Apache Junction desires to become a Member of the Airport Authority. 1 8 The parties agree, pursuant to the Agreement, that Apache Junction shall be a Member of the Airport Authority, effective as of July 1, 2013 Section 2 Formation of Authority. 2 1 Upon execution of this Agreement by all the parties, a Joint powers airport authority called the Phoenix-Mesa Gateway Airport Authority is formed pursuant to A.R.S. Section 28-8521,with all powers granted to it under Arizona law Section 3 Board of Directors and Officers. 3 1 Upon execution of this amended and restated Agreement, each Member shall appoint one representative to act with the authority of the appointing party for the purpose of implementing this Agreement Each Member shall also designate at least one alternate representative to act with the authority of the appointing party in the absence of the representative The appointed representative and all alternates shall be duly elected or appointed members of the governing body of the appointing party Notice of such appointment and of any subsequent replacement appointment shall be delivered in writing to the other Members of the Airport Authority 3 2 The appointing authonty as to each party hereto shall be each parry's respective governing body. 3.3 Each representative so appointed shall serve as a member of the Board of Directors of the Airport Authority The Board of Directors shall consist of only the representatives OrIN appointed by the Members of the Airport Authority In the absence of the representative or alternate representatives, any representative of the Member governing body attending Board meetings or otherwise implementing this Agreement is presumed to act with the authority of the Member governing body 3.4 The Board of Directors may establish a fixed time, date and place for regularly scheduled meetings Special meetings of the Board may be called by the Chairman on no less than 24-hours' notice to the public, and each Director, either personally or by mail or by facsimile or by telephone Notice of meetings of the Board shall be provided and meetmgs shall be conducted in accordance with the Arizona open meeting law, A.R.S Section 38-431, et seq. Nothing herein shall prohibit the holding of an emergency session on less than 24-hours' notice in accordance with the provisions of the Arizona open meeting law A Board Member may attend a Board meeting via electronic means, including telephonic conference The Board may conduct a telephonic Board meeting so long as such telephonic meeting is conducted in accordance with the provisions of the Arizona open meeting law CAS akr 1947685 4 5/14/2013 2 3.5 A majority of the Membership of the Board of Directors shall constitute a quorum A quorum shall be necessary to conduct the business of the Board If a quorum is lost at any meeting of the Board of Directors, the remaining Directors present at the meeting may recess the meeting from time to time, without notice other than an announcement at the meeting,until a quorum shall be present 3 6 The Board of Directors shall annually choose from its Members a Chairman,a Vice Chairman and a Secretary,each of whom shall serve at the pleasure of the Board of Directors The Board of Directors at any time may appoint such other officers and agents as it shall deem necessary who shall hold their offices at the pleasure of the Board of Directors and who shall exercise such powers and perform such duties as shall be determined from time to time by the Board 3 7 The Chairman, or in the Chairman's absence,the Vice Chairman, shall preside at all meetings of the Board of Directors 3 8 The Secretary shall see that the minutes of all meetings of the Board of Directors are kept. Section 4 Airport Authority Staff. 4 1 The Board of Directors shall employ an Executive Director and approve an annual budget for such other managers and staff as the Executive Director shall deem necessary to manage and conduct the operations, maintenance and development of the airport facilities in accordance with the provisions of this Agreement and policies and procedures approved by the Board of Directors The Executive Director shall report directly to the Board of Directors and shall supervise the Airport Authority Staff Section 5 Ownership of Airport Facilities. 5.1 Upon conveyance by the USAF to the Airport Authority, title to all or a portion of the certain aviation facilities, both real and personal property, formerly owned and operated by the USAF at Williams situated in the County of Mancopa,State of Anzona("Airport Facilities"),shall be held by the AirportAuthonty 5.2 The Airport Authority may acquire or convey real and personal property from time to time. 5 3 Development, reuse, operation, and maintenance of the Airport Facilities shall be overseen by the Board of Directors and shall be conducted in accordance with the provisions of this Agreement and policies and procedures developed hereunder 5 4 Each Member agrees that should said Member withdraw from the Airport Authority pursuant to Section 10, effective upon such withdrawal, any ownership rights of said Member in the Airport Facilities shall also terminate A Member shall not be deemed to have withdrawn from the Airport Authority simply by virtue of the termination of this Agreement pursuant to Section 13 Each Member hereto also agrees to execute upon withdrawal any and all documents deemed CAS akr 1947685 4 5/14/2013 3 OIN by the Airport Authonty necessary to evidence and effectuate such withdrawal, and resolve any ownership issues that may remain Section 6 Repayment of Funds Advanced by Members of the Airport Authority. 6.1. The Airport Authority recognizes that payments previously made by Members of the Airport Authority shall be considered loans and shall be reimbursed to such Members by the Airport Authority at such time as the Airport Authority's Board of Directors deems appropnate In addition, the Airport Authority recognizes that any future payments made to the Airport Authority by the Airport Authority Members shall be considered loans and shall be reimbursed to the Members by the Airport Authority at such time as the Airport Authonty's Board of Directors deems appropriate. Section 7 Powers of the Phoenix-Mesa Gateway Airport Authority. The Phoenix-Mesa Gateway Airport Authority, acting through the Board of Directors, may: 7.1 Own, operate, and maintain property and facilities related to aviation, air navigation, and aerospace. 7 2 Own and lease property and facilities that are not related to aviation, air navigation, and aerospace. 7 3 Prescribe user fees and charges. 7 4 Operate facilities and construct improvements 7 5 If authorized by the Members of the Airport Authority, exercise the right of eminent domain in the names of the Members. 7 6 Engage employees and consultants. 7 7 Enter mto contracts, leases, and development agreements. 7 8 Enter into agreements with the State of Arizona, any political subdivision of the State, or the federal government 7.9 Prepare and receive annual budgets. 710 Borrow and issue revenue bonds, and issue other financial obligations incurred for the purposes of this Section and authorized under A R S Section 28-8521, et seq. 7 11 Sue and be sued. 7 12 Exercise incidental powers as may be necessary to the exercise of the powers prescribed in this Section and under A R S Sections 28-8527 and 28-8529, and to implement the responsibilities, goals,and purpose of the Airport Authority CAS akr 1947685 4 5/14/2013 4 ornik Section 8 Voting Rights. 8 1 Each Member of the Board of Directors is entitled to one vote, and a motion will carry if supported by a majority of the quorum unless a Member requests that a weighted vote be taken If a weighted vote is requested, then the following shall apply 8.1.1 For Fiscal Years 2007 through 2011, each Member of the Board of Directors was entitled to a weighted vote equal to the Member's contribution to the local share of the annual operating budget expressed as a percentage of the total local share of the current annual budget. The initial weighted vote percentages were effective upon the adoption of the initial budget 8.1.2 For Fiscal Years 2012 and beyond, each Member of the Board of Directors is entitled to a weighted vote equal to that Member's cumulative investment as a percentage of the total investment made by all current Members beginning in 1993 when the initial Intergovernmental Agreement Group was formed 8 1 3 If any Member's weighted vote calculated under this Section 8 exceeds 50%, then the weighted vote for that Member shall be deemed equal to the sum of the weighted vote of all the other Members combined In the event of such a weighted vote calculation, each Member's weighted vote shall be proportionately adjusted in order to provide that the weighted vote of all Members equals 100%combined 8.1.3.1 By way of example and not limitation, if a Member's weighted vote is calculated at 68% under Section 8.1 3,that Member's weighted vote would then be deemed to be 50%, with the remaining Members holding a proportionate share of the remaining 50% of the total weighted vote 8 1 4 A two-thirds majority of the weighted votes is required for a motion to carry 8 2 Weighted voting may not be invoked for votes being taken regarding modifications to the approved airport layout plan and airport master plan, or for adjustments to the percentage contributions or the amounts of each Member contribution to the annual budget Section 9 Annual Budget. 9 1 The fiscal year of the Airport Authority shall run from July 1 to June 30. 9 2 The Board of Directors shall, by April 1 of each fiscal year, recommend to the Members of the Airport Authority an annual budget for the Airport Authority for the next fiscal year and shall state the amounts of each Member contribution or proportion of the Airport Authority's annual budget to be provided by each Member At least thirty (30) days before the annual budget is recommended to the Members of the Airport Authority by the Board of Directors, the Board may consider adjustments to the amounts of each Member contribution or percentage contributions of each Member. Adjustments to the amounts of each Member contribution or percentage contributions of any Member must be approved by a unanimous vote. CAS akr 1947685 4 5/14/2013 5 9.3 By June 15 of each year,the Board of Directors shall, if necessary due to the addition or withdrawal of Members, have decided by a unanimous vote on the amounts of each Member contribution or a reallocation of the percentage contributions among the Members or have assigned each Member its pro rata increase or decrease in contribution. 9 4 The governing bodies of the Airport Authority's Members, including any new Members admitted pursuant to Section 11 shall approve and adopt the annual budget recommended by the Board, as may be revised pursuant to Section 9.3, by June 30 of each year or withdraw from the Airport Authority pursuant to Section 10 9.5 The Board of Directors may from time to time recommend to the Members of the Airport Authority amendments to the approved and adopted annual budget. The governing bodies of the Members shall approve amendments to the annual budget or withdraw from the Airport Authority pursuant to Section 10. 9 6 The Airport Authority shall adopt and periodically amend a reuse and development plan and a capital improvements plan. Expenditures for or by the Airport Authority shall be consistent with these plans. In addition, expenditures by the Airport Authority shall be limited to those items that directly relate to or benefit the operation and development of the Airport Facilities and the Airport Authority Section 10 Withdrawal From Airport Authority. 10 1 No Member shall have the right to withdraw from the Airport Authority during the term of this Agreement except as provided in this Section 10.2 At least one hundred twenty (120prior to the withdrawal deadline, a days Y Member that intends to withdraw from the Airport Authority must provide a written notice of intent to withdraw to the Members of the Airport Authority, but if a Member provides a notice of intent to withdraw between one hundred twenty (120) and one hundred fifty (150) days prior to the withdrawal deadline, then other Members may submit notices of intent to withdraw up to thirty(30) days prior to the withdrawal deadline The withdrawal deadline shall be February 28 of each fiscal year 10 3 The withdrawingMember shallpayitspro rata annual budget d et allocation for g the current fiscal year and its pro rata share of any outstanding obligations to which the withdrawmg Member has obligated itself Any obligations of the withdrawing Member shall remain outstanding until fully paid and satisfied Section 11 Admission To Airport Authority. 11 1 A city, town, county or American Indian Community in Arizona may be admitted to the Airport Authority upon (1)written request to the existing Members of the Airport Authority prior to February 1 of each fiscal year, (2)the unanimous approval of the existing Members of the Airport Authority by May 30 of each fiscal year but after recommendation of the annual budget to the Members of the Airport Authority, and (3) execution, acknowledgement, and deliverance to the Airport Authority of such instruments as the Members may deem necessary or advisable to effect the admission of such city, town, or county as an additional Member, includmg (without CAS akr 1947685 4 5/14/2013 6 a limitation) the written acceptance and adoption by such city, town, or county of the provisions of this Agreement. 11.2 The fiscal obligations of a new Member are not effective until the beginning of the new fiscal year 11 3 The parties acknowledge that Gilbert, Mesa, and Queen Creek waived all notice and procedural requirements for admission of the Community when it became a Member of the Airport Authority, effective July 1, 1995 11.4 The parties hereby waive all notice and procedural requirements for admission that may apply to the admission of Apache Junction when it becomes a Member effective July 1,2013 Section 12 Effective Date. 12.1. This Agreement shall become effective (the "Effective Date") on the later of its filing with the Arizona Secretary of State and the Mancopa County Recorder in accordance with Section 19 hereof. Section 13 Termination of Airport Authority. 13 1 This Agreement shall remain in full force and effect unless modified or terminated by written agreement of a majority of the Members of the Airport Authority. This Agreement shall also be deemed terminated should all parties hereto have exercised their right to withdraw from the Airport Authority in accordance with Section 10 of this Agreement 13 2 Notwithstanding the nght to withdraw set forth in Section 10, each party hereto agrees to remain a Member of the Airport Authonty and to be bound by this Agreement for at least one year after the Effective Date 13.3 Unless otherwise agreed to by a majority of the Members of the Airport Authority, upon termination of this Agreement: 13 3 1 If one Member agrees to assume ownership of the Airport Facilities and agrees to assume the financial obligations of all Members, then the Airport Authority shall transfer title of the Airport Facilities to such Member. 13 3 2 If no Member agrees to assume ownership of the Airport Facilities and the financial obligations of all Members, and if the State of Arizona agrees to assume such ownership and financial obligations, then the Airport Facilities shall be transferred to the State of Arizona 13 3 3 If the State of Arizona refuses to assume ownership of the Airport Facilities, then the Airport Facilities shall revert to the United States of America CAS akr 1947685.4 5/14/2013 7 e Section 14 Annual Report to Legislature. The Chairperson of the Board of Directors of the Airport Authority shall annually present a report of the activities of the Airport Authority to the State House of Representatives, Ways and Means Committee,and the State Senate Finance Committee Section 15 Governing Law. This Agreement and the obligations of the Members hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Arizona. The court with the original junsdiction for causes of action ansmg under this Agreement is the United States District Court for the State of Arizona. The Community agrees to, and does hereby waive its sovereign immunity from the jurisdiction of the United States District Court for the State of Anzona in any action arising under this Agreement brought by or against the Community The Community further agrees to accept and be bound by, thereby waiving its sovereign immunity from, a judgment or order which is final (because either the time for appeal thereof has expired or the judgment or order is issued by a court or other entity having final appellate jurisdiction over the matter is not subject to collateral attack) by any such court or any court or entity having appellate jurisdiction over any such court in any such action The Community waives its sovereign immunity to the enforcement of any such final judgment against it without limitation The Community hereby designates the Community's Governor as the appropriate party for the purposes of service of process If the United States District Court for the State of Arizona finds that it does not have junsdiction in any action arising under this Agreement brought by or against the Community,then the Parties agree that the action shall be adjudicated through arbitration m the State of Arizona as follows: i) the parties shall attempt to agree upon one arbitrator with expertise on the subject matter of the dispute, ii.) if the parties are unable to agree on an arbitrator, each party shall select an arbitrator within ten (10) days of the commencement of the arbitration and the two(2) arbitrators shall mutually appoint a third arbitrator within twenty (20) days of their appointment. If the two arbitrators are unable to agree on the appointment of a third arbitrator within twenty(20) days,the third arbitrator shall be appointed by the American Arbitration Association;and euN iii) the arbitrator(s) shall confer with the parties immediately after appointment to determine an arbitration schedule including whether and to what extent discovery is required The arbitrator(s) may set the matter for an evidentiary hearing or oral argument, or may dispose of the dispute based upon written submissions only The decision of the majority of the arbitrator(s) shall be final, binding, and unappealable Such decision shall be enforceable in United States District Court for the State of Arizona. The cost of arbitration shall be borne equally by the parties. The parties shall bear their own costs and attorney's fees associated with their participation m the arbitration unless the decision of the arbitrator shall specify otherwise. Section 16 Amendments. This Agreement may be amended only by an instrument in wnting approved and signed by all of the Members CAS akr 1947685 4 5/14/2013 8 Section 17 Legal Counsel Review. This Agreement shall be submitted to the legal counsel for each party hereto prior to its execution by said party, in order to determine whether this Agreement is in proper form and is within the powers and authority granted under the laws applicable to said party. Attached hereto and incorporated herein by reference is a copy of said written determination of each party's legal counsel Section 18 Notices. All notices or demands upon any party to this Agreement shall be in writing and shall be delivered in person or sent by mail as follows Town of Gilbert 50 East Civic Center Drive Gilbert, Arizona 85296 Attention Town Manager City of Mesa 55 North Center Street Box 1466 Mesa, Arizona 85211-1466 Attention. City Manager Town of Queen Creek 22358 South Ellsworth Road Queen Creek, Arizona 85142 Attention Town Administrator Gila River Indian Community Administrative Offices P.O. Box 97 Sacaton, Arizona 85147 Attention: Lieutenant Governor City of Phoenix 3400 E Sky Harbor Blvd, Suite 3300 Phoenix, Arizona 85034 Attention Aviation Director City of Apache Junction 300 E Superstition Blvd Apache Junction,AZ 85119 Attention City Manager CAS akr 1947685 4 5/14/2013 9 oeIN Section 19 Filing. A completely executed copy of this Agreement shall be filed with the Arizona Secretary of State, the Maricopa County Recorder, and the City Clerk, or the Town Clerk, as appropriate, of each other party hereto Section 20 Remedies. In the event of any violation or threatened violation by any party to this Agreement,of any of the terms, restrictions, acknowledgements, covenants or conditions of this Agreement, the other parties hereto shall be entitled to full and adequate relief by injunction and all other legal and equitable remedies Section 21 Cancellation. This Agreement may be canceled pursuant to Arizona Revised Statutes, Section 38-51 1 Section 22 Approving Action. Copies of appropriate action by ordinance, resolution or otherwise authorizing the respective parties to enter into this Agreement are attached hereto as Exhibit A The Agreement may be signed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, but all of which taken together shall constitute one of the same instrument Section 23 Federal Aviation Administration. The parties recognize that contributions by Phoenix will be obtained from its Aviation Department Those contributions are subject to review by the Federal Aviation Administration Nothing herein requires any Member to contribute funding contrary to the Federal Aviation Administration's policies and procedures. Section 24 Bond Ordinances. Notwithstanding any of the provisions in this Agreement, no Member assumes any obligation in connection with this Agreement that will have priority over or parity with any bond issued by each Member in its individual capacity. Section 25 Audit Records. The parties, the Federal Aviation Administration, the Comptroller of the United States, or any duly authorized representative reserves the right, at reasonable times, to audit and/or copy the Airport Authority's books and records directly pertinent to this Agreement Nothing herein requires the Airport Authority to create or maintain any records that the Airport Authority does not maintain in the ordinary course of business or pursuant to a provision of law CAS akr 1947685 4 5/14/2013 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as provided in Section 12. Attest. TOWN OF GILBERT By By Town Clerk Its Mayor AulN Attest: CITY OF MESA By By City Clerk Its Mayor Attest TOWN OF QUEEN CREEK By By Town Clerk Its Mayor Attest GILA RIVER INDIAN COMMUNITY By By Its Governor /'S Attest: CITY OF PHOENIX By By City Clerk Its City Manager Attest: CITY OF APACHE JUNCTION By By City Clerk Its Mayor CAS akr 1947685 4 5/14/2013 11 DETERMINATION OF LEGAL COUNSEL The amended and restated Joint Powers Airport Authority Agreement has been reviewed by the undersigned attorneys who have determined that it is in proper form and within the power and authority granted under the applicable laws of each party. Date Gila River Indian Community Attorney Date Gilbert Town Attorney Date Mesa City Attorney Date Phoenix City Attorney Date Queen Creek Town Attorney Date Apache Junction City Attorney CAS akr 1947685 4 5/14/2013 12 EXHIBIT A [Ordinance,Resolution or Minutes Approving JPAA Agreement] (Attached) Amok CAS akr 1947685 4 5/14/2013 A-1 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY AND CITY OF APACHE JUNCTION LOAN AGREEMENT THIS AGREEMENT is effective , 2013 by and between the City of Apache Junction, an Arizona municipal corporation ("Lender") and Phoenix-Mesa Gateway Airport Authonty, an Arizona Joint powers airport authority ("Borrower" or "Authority"), collectively the "Parties". 1. PURPOSE. a. The City of Mesa, the Towns of Gilbert and Queen Creek, the Gila River Indian Community, and the City of Phoenix (collectively, "Member Governments") formed the Authority to redevelop the airport facilities at the former Williams Air Force Base ("Base"). Pnor to the formation of the Authority, the City of Mesa and the Towns of Gilbert and Queen Creek participated in the redevelopment of the Base through participation in the Intergovernmental Agreement Group, which consisted of the Member Governments, the Cities of Apache Junction and Chandler, and Mancopa County ("IGA Group") b. Since the federal government closed the Base in 1993, the Member Governments have made periodic loans to the Authority or the IGA Group for capital and operating purposes, or have directly paid expenses associated with the redevelopment of the airport facilities at the Base. c. The Member Governments desire by this Agreement to document the previous loans and payments made for redevelopment of the airport facilities at the Base, as well as to establish a framework for future loans to the Authority, in order to 001 comply with the Federal Aviation Administration Reauthorization Act of 1996 and the Policy and Procedures Concerning the Use of Airport Revenue issued by the Federal Aviation Administration on February 16, 1999 at 64 Federal Register 7696 2. DEFINITIONS AND PRELIMINARY MATTERS. a "Governmental Authority" shall refer to the authority of the United States, the State of Arizona, any political subdivision thereof, any city and town and any agency, department, commission,board, bureau or instrumentality of any of them. b. "Laws" shall refer to any law, ordinance, order, rule, regulation or requirement of a Governmental Authority CAS akr 1950483 3 5/14/2013 1 c "Loan" or "Loan(s)" shall refer to any loan of money from Lender to Borrower under this Agreement, which Loans will be evidenced by one or more Notes. d. "Note" or "Note(s)" shall refer to the Promissory Note or Notes signed by Borrower in favor of Lender in the stated principal amount of each Loan. Notes will be substantially in the form of Exhibit A. e Borrower's address for notices shall be. /'\ Phoenix-Mesa Gateway Airport Authority Attn• Director of Finance 5835 S. Sossaman Road Mesa,Arizona 85212 f. Lender's address for notices shall be: City of Apache Junction Attn. City Manager 300 E. Superstition Blvd. Apache Junction,AZ 85119 3. THE LOANS. From time to time,Lender may make one or more Loans to Borrower and Borrower may accept the Loans upon the terms and conditions set forth herein All such Loans shall be evidenced by a promissory note substantially in the form of the Note attached as Exhibit A Lender will advance the Loan funds to be disbursed from time to time pursuant to the terms and disbursement procedures set forth herein. Disbursements shall be used by Borrower only for purposes authorized by applicable Laws 4 CONDITIONS PRECEDENT TO ADVANCING FUNDS. Loans made by Lender are subject to Borrower satisfying each of the conditions precedent. a Before advancing any funds, Lender shall have received the following, all in form, scope and substance satisfactory to Lender in Lender's sole discretion. (1) The signed Note that evidences the Loan. (2) A copy of the approved and executed Resolution of the Borrower showing that the Board of Directors of Borrower has authorized Borrower to enter into this transaction and sign this agreement and all documents related hereto and designating the representative of Borrower who shall sign this Agreement and all related agreements on behalf of Borrower. (3) Such other information or documentation or agreements as Lender may require. CAS akr 1950483 3 5/14/2013 2 b. No default shall exist under this Agreement or any Note that arises under this Agreement c All the requirements for the disbursements set forth herein shall have been satisfied. 5 GENERAL DISBURSEMENT PROCEDURES. Provided that Borrower has complied with the applicable provisions of this Agreement, all disbursements shall be requested and made by a written invoice, which invoice states the amount to be disbursed and the desired n date of disbursement. If the invoice is consistent with the Authority's Board-approved budget, and such budget has been approved by the Lender's governing body, Lender shall disburse the invoiced amount to Borrower. Disbursements will not be made by Lender if Borrower has not fully complied with all covenants and agreements herein or if there is any default hereunder or under the Note, or if any representation or warranty made by Borrower in this Agreement is not true and correct as of the date of disbursement So long as Lender is acting in good faith Lender shall not be liable for any error, omission, irregularity or action taken with respect to any disbursement 6 BORROWER'S COVENANTS. Borrower shall pay all costs and expenses required to satisfy the provisions of this Agreement. Without limiting the generality of the foregoing, Borrower shall pay. a All reasonable costs and expenses of Lender incurred in the exercise of any rights or remedies of Lender hereunder;and b All reasonable costs, charges,and expenses agreed to be paid by Borrower and incurred in connection with the closing or disbursement of the Loan or the implementation of this Agreement,or payable pursuant to this Agreement. 7. BORROWER'S REPRESENTATIONS AND WARRANTIES. As of the date hereof and the date of each disbursement of funds hereunder, Borrower represents and warrants, which representations and warranties shall survive the making of any disbursements hereunder, that. a Existence. Borrower is duly created, validly existing, in good standing, with full power and authority to own property, borrow money and consummate the transactions contemplated hereby. b No Breach. The consummation of the transaction hereby contemplated and performance of this Agreement and the Security Documents will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, bank loan or security agreement, corporate charter, bylaws, partnership agreement, or other instrument to which Borrower or any shareholder of Borrower is a party or by which Borrower or they may be bound or affected. CAS akr 1950483 3 5/14/2013 3 c Request for Funds. Each invoice for Funds shall be true and accurate and the submission of same or the receipt of the funds so requested shall constitute a reaffirmation of the representations,warranties and covenants contained herein d No Default. There is no default on the part of Borrower under this Agreement or the Note and no event has occurred and is continuing which with notice or the passage of time or both would constitute a default under any provision thereof e Compliance with Agreement. Borrower has complied fully and in a timely manner with all covenants, agreements and conditions set forth herein, and will continue to do so at all times during the continuance of this Agreement 8. DEFAULTS. Each of the following events shall constitute an "Event of Default" hereunder a Any representation or warranty contained herein, or any representation to Lender concerning the financial condition or credit standing of Borrower that proves to be false or misleading in any material respect b The breach of any other covenant or agreement of Borrower contained herein that is not fully cured within ten days after written notice thereof to Borrower. c. The occurrence of any default or event of default under, or the breach of any covenant, warranty, promise or representation of Borrower contained in this Agreement or in the Note. d Any failure to pay any principal or interest payable under the Note as and when the same shall become due and payable or the failure to pay any other amount due under the Note or this Agreement as and when such amount shall become due and payable. e. The voluntary or involuntary filing by Borrower of any proceeding under the federal bankruptcy laws now or hereafter existing or any other similar statute now or hereafter in effect, the entry of an order for relief under such laws with respect to Borrower or guarantor of the Loan, or the appointment of receiver, trustee, custodian or conservator of all or any part of the assets of Borrower Notwithstanding any provision in this Paragraph 8 to the contrary, the Borrower and the Lender shall extend the payment due date in any Note if the Borrower has insufficient operating revenue with which to make the payment due or if it is otherwise advisable to extend the payment due date, and such extension shall not constitute an Event of Default. CAS akr 1950483 3 5/14/2013 4 9 REMEDIES. a Acceleration. Upon the happening of any one or more Events of Default, the entire unpaid principal balance of the Note, together with all accrued and unpaid interest, and all other amounts due thereunder, shall, at the option of Lender and without pnor demand or notice to Borrower, become immediately due and payable. In addition, Lender may, at its option, and without prior demand or notice, upon the happening of any one or more Events of Default (without regard to the obligation to give notice or the expiration of time for the cure of such default) terminate in whole eiN or in part any further obligation of Lender to make disbursements hereunder. Notwithstanding the exercise of either one or both of the foregoing remedies set forth in this paragraph, Lender may make any disbursements after the happening of any Event of Default without thereby waiving such default or its nght to demand payment of the Note or to exercise any remedy hereunder or under the Note, and without liability to make any other or further disbursements hereunder. b. Remedies are Cumulative. All remedies of Lender provided for herein are cumulative and shall be in addition to any and all other rights and remedies provided or available at law or in equity, or in any other instruments or documents relating to the Loan No single or partial exercise of any right or remedy of Lender hereunder shall preclude any further exercise thereof or the exercise of any other or different right or remedy c Lender's Expenses. Borrower shall pay promptly to Lender, reasonable attorneys' fees and all other reasonable costs and expenses paid or incurred by Lender in enforcing or exercising its rights or remedies under this Agreement, whether or not any suit or action is instituted 10 GENERAL CONDITIONS. a No Waiver; Consent. To be effective, waivers of any covenant, term or condition contained herein must be in writing and shall not be construed as a waiver of any other or subsequent breach of any covenant, term or condition. No waiver of any default or breach of Borrower hereunder shall be implied from any delay or omission by Lender to take action on account of such default The consent of approval by Lender, or Lender's failure or refusal to give its consent or approval, to or of any act by Borrower shall not be deemed to waive or render unnecessary Lender's consent or approval to or of any subsequent or other act b. No Third Parties Benefited. This Agreement is made and entered into for the sole protection and benefit of Lender and Borrower, their successors and assigns, and shall not be deemed to create any trust funds unless expressly stated herein, and no other persons or entities shall have nght of action hereon or rights to the Loan funds at any time CAS akr 1950483 3 5/14/2013 5 c Miscellaneous. Whenever the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. The captions of the Articles and sections of this Agreement are for convemence of reference only and shall not define or limit any of the terms or provisions hereon All exhibits attached hereto or referred to herein are incorporated herein by reference and made a part hereof. I \ d Notices. All notices required to be given hereunder shall be delivered or mailed by first-class United States mail, postage prepaid, return receipt requested, and addressed to the Parties at their respective addresses set forth in Section 2(e) and (f). Such addresses may be changed by either Party by notice to the other Party given in the same manner as above provided Borrower agrees to forward to Lender, without delay, any notices, letters or other communications delivered to Borrower naming Lender as addressee e. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. £ Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto; provided, however. that Borrower shall not assign this Agreement or any monies to be advanced hereunder, or assign or delegate any of its rights, interests, duties or obligations hereunder, in whole or in part, without the prior written consent of Lender, and any such assignment (whether voluntary or by operation of law) without said consent shall, at Lender's option, be void and of no force or effect and shall constitute a breach hereof. g. Time. Time is of the essence in the performance of this Agreement and every provision hereof h Advances. All sums advanced, paid or expended by Lender under the terms of this Agreement in excess of the face amount of the Note shall be considered as and shall be an additional loan to Borrower which shall bear interest at the rate set forth in the Note and shall be due and payable by Borrower, without notice, upon advancement, payment or expenditure of the same by Lender i. Severability. Invalidation of any one or more of the provisions of this Agreement shall in no way affect any of the other provisions hereof, which shall remain in full force and effect. j Amendments. This Agreement may not be modified or amended except by a written agreement signed by the party asserted to be bound thereby. k. Attorneys' Fees. In the event of any suit or other proceeding between the Parties with respect to the subject matter of this Agreement, the prevailing party CAS akr 1950483 3 5/14/2013 6 eIN (as determined by the court or other Governmental Authonty before which such suit or other proceeding is concluded) shall, in addition to such other relief as may be awarded, be entitled to recover attorneys' fees, expenses, and costs of investigation as actually incurred 1. Representation by Counsel. The firm of Gust Rosenfeld, PLC, an Arizona professional association, and its attorneys (collectively "Borrower's Counsel") have represented only Borrower m connection with this Agreement and the transactions contemplated herein Borrower's Counsel advises Lender that Lender should obtain separate legal counsel to advise Lender with respect to this Agreement and the transaction contemplated herein Borrower's Counsel represents and may continue to represent Borrower in connection with other legal matters of Borrower unrelated to this Agreement and loan transaction The Parties consent to Borrower's Counsel representing only the interests of Borrower in connection with this Agreement and the transactions contemplated herein. m. Survival. The terms, conditions, agreements, covenants, representations and warranties contained in this Agreement shall survive the execution and delivery of each Note IN WITNESS WHEREOF, the parties hereto have signed this Loan Agreement as of the date first above written Phoemx-Mesa Gateway Airport Authority, an Arizona joint powers airport authority By. Its "Borrower" -- City of Apache Junction, an Arizona municipal corporation By. Its• Mayor "Lender" Attest By• Apache Junction City Clerk CAS akr 1950483 3 5/14/2013 7 Exhibit A PROMISSORY NOTE $<amount of note in numbers> Phoenix,Arizona <date of note> O'- For value received, Phoenix-Mesa Gateway Airport Authority, an Arizona joint powers airport authority ("Maker"),promises to pay to the order of ("Lender") the principal sum of <amount of note written out> Dollars ($<amount of note in numbers>) The repayment terms are as follows. No payments of principal or interest will be due hereunder until , at which time all amounts unpaid hereunder will be due and payable in full From this date forward, interest shall accrue on the unpaid principal balance outstanding at an annual rate equal to percent ( %) per annum compounded annually Notwithstanding anything herein to the contrary, if the rate of interest as calculated under this Note would exceed that allowed by law,the applicable rate of interest shall be the maximum rate of interest allowed by applicable law Notwithstanding the payment due date set forth above, if the Maker has insufficient operating revenue with which to make the payment due pursuant to this Note or it is otherwise advisable to extend the payment due date, the Maker and the Lender shall extend the payment due date to a future mutually agreeable date. All amounts payable hereunder shall be paid in lawful money of the United States. Maker shall have the option of prepaying this Note,in full or in part, at any time without penalty All amounts due hereunder will be payable at the offices of Lender at <address of Lender>, or such other place as Lender may from time to time designate in writing to Maker The entire unpaid principal, interest, and all other amounts due hereunder shall become immediately due and payable at the option of Lender without presentment or demand or any notice to Maker or any other person obligated hereon, upon default in the payment of any of the principal or any amount due hereunder when due, or upon Maker's default under any other agreement between Maker and Lender, including, but not limited to, the Loan Agreement (the "Loan Agreement")between Lender and Borrower dated July , 2013, or if any event occurs or condition exists which authorizes the acceleration of the maturity date hereof under any other agreement made by Maker in favor of Lender In the event that garnishment, attachment, levy, execution, foreclosure, forfeiture, or notice of sale is issued or commenced against any of the property or assets of Maker, or in the event Maker shall become insolvent or make a general assignment for the benefit of creditors, or an insolvency proceeding be instituted against Maker, such event shall be deemed a default CAS akr 1950483 3 5/14/2013 A-1 hereunder, and Lender may declare this Note immediately due and payable ten (10) days after written notice to Maker if the default is not cured within the ten(10)day period. If Lender uses the services of attorney in attempting to collect any amount due hereunder or to enforce the terms hereof or the terms of any agreement related to this indebtedness, or if Lender becomes a plaintiff or defendant in any legal proceeding relating to this Note or for the recovery or protection of the indebtedness evidenced hereby, Maker, Maker's successors and assigns, shall repay to Lender, on demand, all costs and expenses so incurred, including reasonable attorneys' fees, and those costs, expenses and attorneys' fees incurred e"k after the filing by or against Maker of any proceeding under any chapter of the Bankruptcy Code, or similar federal or state statutes, and whether incurred in connection with the involvement of Lender as creditor in the proceedings or otherwise If Lender fails to exercise any option hereunder, it shall not constitute a waiver of Lender's right to exercise the same in the event of any subsequent default, or in the event of the continuance of any existing default after a demand for strict performance hereof. All notices provided for herein be validly given if in writing and delivered personally or sent by certified mail, postage prepaid, to Maker at 5835 S Sossaman Road, Mesa, Anzona 85212, or to such other address as Maker may from time to time designate in writing delivered to Lender. Notice given by mail as set out above shall be deemed delivered at the time and on the date the notice is mailed. This Note is issued in connection with the Loan Agreement Time is of the essence of this Note and of each and every term and provision hereof The sole place of venue for any proceeding to enforce collection of this Note shall be Maricopa County, Arizona This Note shall be governed and construed in accordance with the laws of the State of Arizona This Note was prepared on July , 201_, but evidences transactions that took riN place in the Fiscal Year ending Phoenix-Mesa Gateway Airport Authority, an Anzona joint powers airport authority By. Its. "Maker" CAS akr 1950483 3 5/14/2013 A-2 784 City of Apache Junction, Arizona 300E Superstition Boulevard Apache Junction,AZ 85119 Master File Number: 13-061 File ID 13-061 Type. Sewer Board Status. Agenda Items Version. 1 Reference In Control. City Council Work Session Requester. Cost: File Created. 05/22/2013 File Name SMCFD vacancy Final Action. Title. Discussion on filling a vacancy on the Superstition Mountains Community Facilities District Board Discussion only Notes Code Sections. Agenda Date. 06/03/2013 Indexes. Agenda Number Sponsors Councilmember Serdy Enactment Date. Attachments. Council Minutes 091812 pdf, SMCFD letter re board Enactment Number member criteria Contact. Hearing Date. Drafter. amccray@ajcity net Effective Date: History of Legislative File Ver- Acting Body Date Action Sent To Due Date Return Result sion Date. 1 City Council Work 06/03/2013 ... Session Text of Legislative File 13-061 City of Apache Junction,Arizona Page 1 Printed on 5/28/2013 Councilmember Serdy asked if there is somewhere people can go to see where the stops will be for the Getting Arizona Involved in Neighborhoods event . Public Safety Director Jerald Monahan stated they would put something together this weekend. Interim Public Works Director/City Engineer Giao Pham gave an overview on the floodwater damage caused by recent storms and an eS update on road conditions . There was council discussion or the naming of washes, a pothole problem in the general vicinit}, of the Moose Lodge, the large dam by Prospector Park, and leaking underground storage tanks shown on the map. PUBLIC HEARINGS None OLD BUSINESS None. NEW BUSINESS None . COUNCIL DIRECTION TO STAFF FILLING A VACANCY ON THE SUPERSTITION MOUNTAINS COMMUNITY FACILITIES DISTRICT Councilmember Waldron declared a conflict of interest and left the council chamber. City Clerk Kathleen Connelly briefed the council on the item. Councilmember Barker commented she thought that when they talked about this earlier they were going to defer filling this one until there was another vacancy. REGULAR MEETING OF THE CITY COUNCIL SEPTEMBER 18, 2012 PAGE 4 OF 11 Vice Mayor Dietz commented he did not remember that . He did not see why they would wait until there were two vacancies. Councilmember Barker commented she must have been mistaken. Vice Mayor Dietz commented he thought they were going to wait until they had their discussion and looked into the different things that were brought up. Mayor Insalaco commented he thought the last two positions that were filled would be right in line. He has not been happy with the service they have given. City Attorney Joel Stern stated he believed there was a discussion about the council wanting to assess some type of criteria for this board. They also directed the city manager and him to meet with the sewer board. There were some other issues that are not on the agenda tonight . Councilmember Serdy commented they have the leadership institute that trains people on hors the city is run. He suggested having a mini-institute on board training and what is expected out of each board or commission. They could have it once a year if someone is interested in oeing on a board and how it would be good if they had these qualifications . It would give them a chance to study and prepare themselves better. They might not want to be on that board if they have to do certain things. City Attorney Joel Stern commented after they select individuals he typically meets with them on open meeting law, public records acts and other case law involving municipalities. Usually it is within one or two months after they are on the board. He has done it with planning and zoning members, board of adjustment, library and he was invited to the parks and recreation commission to do a little session . REGULAR MEETING OF THE CITY COUNCIL SEPTEMBER 18, 2012 PAGE 5 OF 11 ems ems Councilmember Barker commented he has not done the sewer board. City Attorney Joel Stern stated he has not because that is a different entity and they have a separate attorney. Councilmember Barker commented therein lies the whole rub. That is the problem. ems Councilmember Serdy commented the city has to do it before they turn them over to the sewer district . Mayor Insalaco commented the council has the duty of presenting somebody to the board and nominating somebody to the board and that is as far as it goes . They hope to get somebody that will do the job but when they get there it seems they are being managed instead of managing. Vice Mayor Dietz asked if they have an orientation for the new board members . City Manager George Hoffman stated he does not know. Vice Mayor Dietz asked if Ed said anything about having an orientation for them during their discussion. He agreed with the mayor that the council appoints but they are directed by their director. Councilmember Wilson commented he thought they were supposed to give us some ems information on their procedures and what they are doing. City Attorney Joel Stern stated they are He talked to Mr. Gregor the other day and he has received some information that he is going through. He hopes to have responses on those other issues soon. He did not say when, but knowing him it should be fairly soon. He acts pretty quickly. REGULAR MEETING OF THE CITY COUNCIL SEPTEMBER 18, 2012 PAGE 6 OF 11 Vice Mayor Dietz commented they had discussed possibly having their board members or chair building up some criteria on what they are looking for so that the council would have more of an idea on who they would be interested in . If they are in the process of doing that, he would much rather wait and have that information before they appoint anyone. The council will at least have something in mind of what they are looking for. /11% Councilmember Wilson asked if they would be putting out a request for people to come forward before they appoint someone. Mayor Insalaco commented they have not done that vet . Councilmember Wilson commented the council needs to find out their desires. Vice Mayor Dietz commented if the council has that information from them on what kind of characteristics and what they are looking for the city can out that in with the advertising for the position. Mayor Insalaco commented if the council leaves it up to them, they will be putting someone on that they want. The council is trying to get somebody to control the situation and not be run by the district. City Attorney Joel Stern commented they had some brief conversations in the meeting with Mr. Grabek regarding qualifications . They did not get to the type of qualifications . He does not believe that was one of the questions on the list . Mayor Insalaco commented he thinks they need to do that . City Attorney Joel Stern stated they can send that to him and ask for that information if you would like their input on the type of qualifications they would like. REGULAR MEETING OF THE CITY COUNCIL SEPTEMBER 18, 2012 PAGE 7 OF 11 e% ems Vice Mayor Dietz commented he thinks they should have that information before they go any further. Councilmember Barker commented one of the things that Mr. Stern referenced in his notes from their last meeting was that Mr. Grabek felt that the council did not have an appropriate understanding of what the sewer district does . The council needs that in order to appoint an appropriate board member. The council needs to have the understanding he feels we lack. City Attorney Joel Stern stated he believed when he said that he added he would like to make a presentation to the council with himself, the attorney or even the chair person. He believes that is where he was going with that information. He also wants to give the council the reports from each month. Councilmember Barker commented she would like to see that presentation before the council determines any criteria. She does not feel like she is in a position to know their needs as well as she should in order to appoint someone for that board. Vice Mayor Dietz commented they would be a lot more informed after receiving that information. City Attorney Joel Stern stated he can communicate that to Mr. Gregor. Mayor Insalaco closed the discussion with no further comments and called for a motion. Councilmember Barker asked if the direction to staff needs to be the city attorney communicating that information to the district manager and await his answer. Vice Mayor Dietz Y addedand ask him to set up a presentation. REGULAR MEETING OF THE CITY COUNCIL SEPTEMBER 18, 2012 PAGE 8 OF 11 /, Councilmember Barker MOVED THAT THE FOLLOWING DIRECTION BE GIVEN TO STAFF REGARDING FILLING A VACANCY ON THE SUPERSTITION MOUNTAINS COMMUNITY FACILITIES DISTRICT• THAT STAFF CONTACT THE DISTRICT AND RELAY THE THOUGHTS THAT WE HAD TONIGHT, THAT WE WOULD LIKE TO HEAR THEIR PRESENTATION BEFORE WE DESIGN ANY KIND OF CRITERIA, IN ORDER TO PUT A NEW MEMBER ON BOARD. Councilmember Evans SECONDED THE MOTION VOTE: Unanimous . The motion carried. Vice Mayor Dietz called Councilmember Waldron back into the council chambers . SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES Vice Mayor Dietz MOVED THAT AN EXECUTIVE SESSION AT 5: 45 P.M. AND A WORK SESSION AT 7 . 00 P.M. BE HELD ON MONDAY, OCTOBER 1, 2012, IN THE CITY COUNCIL CONFERENCE ROOM AND CITY COUNCIL CHAMBERS, RESPECTIVELY; AND THAT AN EXECUTIVE SESSION AT 5. 45 P.M. BE HELD ON TUESDAY, OCTOBER 2, 2012, IN THE CITY COUNCIL CONFERENCE ROOM. Councilmember Barker SECONDED THE MOTION. VOTE: Unanimous . The motion carried CALL TO THE PUBLIC: Mr. Ray Blevins, 730 W Southern, Apache Junction, addressed the council regarding stormwater flooding problems in his area. Mr. Hoke Holyoak, 1268 S. Lawson, Apache Junction addressed the council to thank the city for its quick response during the REGULAR MEETING OF THE CITY COUNCIL SEPTEMBER 18, 2012 PAGE 9 OF 11 RYLEYCARLOCK A PROFESSIONAL CORPORATION One North Central Avenue, Suite 1200 SLAPPLEWH 6 T E Phoenix, Arizona 85004-4417 Attorneys P 602.440.4800 F 602.257.9582 ClarkeH.Greger Offices in Arizona & Colorado Direct Line' 602-440-4870 www rcalaw corn Direct Fax 602-257-6970 E-rnazl cgreger@rcalaw corn October 25, 2012 Mr. R. Joel Stern City Attorney City of Apache Junction 300 East Superstition Blvd. Apache Junction, Arizona 85119 Re• Superstition Mountains Community Facilities District No 1 — City of Apache Junction Dear Mr Stem. The following is the district's response to the questions you posed in your e-mail of September 20, 2012. 1. Qualifications for district directors. Response. The district recommends that a board member have some business background, preferably have run a business, have good common sense; and be a customer of the district A board member should understand the community �•. and be familiar with how government operates. A board member should be a leader In that regard having the city's leadership training would be very useful The district recommends that potential board members be vetted They should submit resumes Their references should be contacted. Background checks should be done. Those being considered for appointment to the board should be informed about the district, its facilities, how the district operates, its finances, and the role of a director in the life of the district 2. Communication between the district and the city council; Response. 2406481.1 _ OCT Mr R Joel Stem RYLEYCARLOCK October 25,2012 & APP1IEWH9TE Attorneys Page 2 To improve communication with the city and enhance the council members' understanding of the district, the district proposes that council members tour the district's wastewater treatment facilities During a tour, the district staff would be available to explain how the facility operates and answer any questions about the district. The district changed the day of its regular meeting so council members could attend the meeting The District Manager can present the district's proposed budget and proposed rates, fees, and charges to the council in May or June of each year. The district will provide the members of the council with the minutes of the district's meetings, the district's Monthly Disclosure Report on Operations, and the district's Administrative Status Report. Very truly yours, Clarke . Grege� cc. Ms. Kathleen Waldron Ms Patricia Richmond Mr. Steven McDaniel Mr Anthony Bowler Mr. Edward J. Grabek / 4 -r . City of Apache Junction, Arizona 300 E Superstition t ./ 1.".. Boulevard icy «4 Apache Junction,AZ 't- `;f. 85119 r '' Master File Number: 13-062 File ID: 13-062 Type. Resolution Status. Agenda Items Version 1 Reference In Control City Council Work Session '.' Requester Cost. $17,491 91 File Created. 05/23/2013 File Name- ADOT HSIP Ironwood JPA-1 Final Action. Title. Presentation and discussion on Resolution No 13-19, authorizing the City of Apache Junction to enter into an Intergovernmental Agreement with the Arizona Department of Transportation for use of Highway Safety Improvement Program funds for Phase I of safety pullouts along Ironwood Drive between Guadalupe Road and Elliott Road with a city cost participation not to exceed $17,491 91 Presentation and discussion. Notes Code Sections Agenda Date. 06/03/2013 Indexes. Community Infrastructure Agenda Number Sponsors Schmid Enactment Date. Attachments. Resolution 13-19 Memo to Council pdf, Resolution Enactment Number 13-19 pdf, JPA 13-0000112 Dist E M City of Apache Junction SH576 03D 01C pdf Contact: Hearing Date. Drafter eschmid@alcity net Effective Date. ..., History of Legislative File Ver- Acting Body Date Action Sent To Due Date: Return Result sion Date. 1 City Council Work 06/03/2013 Session Text of Legislative File 13-062 City of Apache Junction,Arizona Page 1 Printed on 5/28/2013 THERE IS ADDITIONAL INFORMATION ON THIS ITEM IN THE REGULAR MEETING U SECTION NDER ITEM k 40101. AM. City of Apache Junction, Arizona 300E Superstition ".J' Boulevard n Apache Junction,AZ 85119 Master File Number: 13-069 File ID: 13-069 Type. Resolution Status Agenda Items Version. 1 Reference- In Control. City Council Work Session Requester- Cost. $20,478 00 File Created. 05/23/2013 File Name- ADOT HSIP Ironwood JPA-2 Final Action. Title: Presentation and discussion on Resolution No 13-20, authorizing the City of Apache Junction to enter into an Intergovernmental Agreement with the Arizona Department of Transportation for use of Highway Safety Improvement Program funds for Phase II of safety pullouts along Ironwood Drive between Guadalupe Road and Elliott Road with a city cost participation not to exceed $20,478 00 Presentation and discussion only Notes. Code Sections Agenda Date 06/03/2013 Indexes Community Infrastructure Agenda Number. Sponsors Schmid Enactment Date- Attachments. Resolution 13-20 Memo to Council.pdf, Resolution Enactment Number. 13-20 pdf, JPA 13-0001511 Dist E M City of Apache Junction SH592 03D 01C pdf Contact- Hearing Date. Drafter. eschmid@alcity net Effective Date. History of Legislative File Ver- Acting Body Date Action. Sent To Due Date Return Result sion Date 1 City Council Work 06/03/2013 Session Text of Legislative File 13-069 City of Apache Junction,Arizona Page 1 Printed on 5/28/2013 THERE IS ADDITIONAL INFORMATION ON THIS ITEM IN THE REGULAR MEETING SECTION UNDER ITEM P ACHE fad City of Apache Junction, Arizona 300E Superstition 1. - Boulevard Apache Junction,AZ 85119 �• Master File Number. 13-071 File ID. 13-071 Type. Resolution Status. Agenda Items Version 1 Reference. In Control. City Council Work Session Requester Cost $19,904 00 File Created 05/23/2013 File Name• ADOT HSIP Ironwood JPA-3 Final Action. Title: Presentation and discussion on Resolution No 13-21, authorizing the City of Apache Junction to enter into an Intergovernmental Agreement with the Arizona Department of Transportation for use of Highway Safety Improvement Program funds for Phase III of safety pullouts along Ironwood Drive between Baseline Road and Guadalupe Road with a city cost participation not to exceed $19,904 00. Presentation and discussion only Notes Code Sections Agenda Date 06/03/2013 Indexes. Community Infrastructure Agenda Number Sponsors. Schmid Enactment Date Attachments Resolution 13-21 Memo to Council pdf, Resolution Enactment Number. 13-21 pdf, JPA 13-0001510 Dist E M City of Apache Junction SH591 03D 01 C pdf Contact. Hearing Date. Drafter eschmid@alcity net Effective Date. History of Legislative File Ver- Acting Body: Date Action Sent To Due Date Return Result sion. Date 1 City Council Work 06/03/2013 Session Text of Legislative File 13-071 City of Apache Junction,Arizona Page 1 Printed on 5/28/2013 THERE IS ADDITIONAL INFORMATION ON THIS ITEM IN THE REGULAR MEETING SECTION UNDER ITEM `