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Home My WebLink About2025 05.19 City Council Work Session Agenda 04 �,?ACHf� City of Apache Junction, Arizona Meeting location: +� City Council Chambers 1U Z at City Hall Agenda 300 E.Superstition Blvd. \gilONr Apache Junction,AZ City Council Work Session 85119 apachejunctionaz.gov Ph:(480)982-8002 Doors are open to the public at least 15 minutes prior to the posted meeting start time. Monday, May 19,2025 7:00 PM City Council Chambers A. CALL TO ORDER B. ROLL CALL C. AGENDA ITEMS 1. 25-232 Presentation and discussion of case P-25-29-ART, a high school students design competition, themed "AJHS Pride", for artwork to go on the traffic signal cabinet at the northeast corner of W. Southern Avenue and S. Ironwood Drive. Sponsors: Erika Hernandez Attachments: City Council Staff Memo 5.19.25 rev .pdf Presentation 5-19-25.1)df Contest Materials.pdf Submissions.pdf PAC Staff Report 4-30-25.pdf 2. 25-238 Presentation and discussion on Resolution No. 25-16, Mesa Gateway Airport JPAA/IGA/Bylaws Update. Sponsors: Rob Wisler Attachments: Staff Memo Resolution No.25-16 Resolution No.25-16 Draft MGAA Resolution Presentation Resolution No. 25-16 Redline- MGAA-Second Amended and Restated IGA(2025) Redline- MGAA-Second Amended and Restated JPAA Agree Redline- MGAA- Bylaws (2025) City of Apache Junction,Arizona Page 1 Printed on 511512025 City Council Work Session Agenda May 19,2025 D. ADJOURNMENT Copies of this agenda and additional information on any of the items listed above may be obtained from the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through Thursday from 7:00a-6:00p, excluding holidays. The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617 or TDD(480) 983-0095. The Apache Junction City Council may vote to go into Executive Session for legal advice on any item listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. § 38-431.02 to the members of the City Council and the public. City of Apache Junction,Arizona Page 2 Printed on 511512025 ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard � 0 Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 1. Piz File ID: 25-232 Sponsor: Erika Hernandez Agenda Date: 5/19/2025 Index: In Control: City Council Work Session Presentation and discussion of case P-25-29-ART, a high school students design competition, themed "AJHS Pride", for artwork to go on the traffic signal cabinet at the northeast corner of W. Southern Avenue and S. Ironwood Drive. City of Apache Junction,Arizona Page 1 Printed on 511512025 PeACHf✓G Z City of Apache Junction RIZONP Development Services Department CITY COUNCIL WORK SESSION STAFF MEMO DATE : May 19, 2025 TO: Honorable Mayor and City Council Members THROUGH: Rudy Esquivias, Development Services Director Sidney Urias, Development Services Deputy Director FROM: Erika Hernandez, Planner SUBJECT: P-25-29-ART AJHS Pride — Traffic Cabinet Public Art Contest BACKGROUND On October 1, 2024, the Apache Junction City Council ("Council") requested that a traffic cabinet near the Apache Junction High School ("AJHS") include a design that represents AJHS . On February 10, 2025, the Apache Junction Public Art Commission ("Commission") asked that the Apache Junction Youth Advisory Council ("YAC") chose a theme for a future competition with AJHS, and work with the selected artist to complete the design. Staff reasoned that it would be a great opportunity for the winner of the design and YAC to showcase their art skills by painting the traffic cabinet together. On April 3, 2025, AJHS, the Commission, and YAC released a school wide competition (Exhibit 1) to design artwork for a city traffic cabinet located on the northeast corner of S . Ironwood Drive and W. Southern Avenue with the theme of "AJHS Pride", with the intent that it would be painted by the selected artist, if available and interested, with the help of YAC. The entry deadline for the contest was April 23, 2025, for which five (5) submissions were received. The YAC reviewed the submittals (artist names removed) and ranked them for the Commission. On April 30, 2025, the Commission was asked to recommend their favorite design for City Council consideration. The Commission was also made aware of the YAC' s rankings . 1 P-25-29-ART AJHS Pride—Traffic Cabinet Public Art Contest May 19,2025,City Council Staff Memo PeACHf✓G Z City of Apache Junction RIZONP Development Services Department Most recently a Councilmember suggested that the selected artwork be wrapped on the traffic cabinet (as the city has done to other traffic cabinets) as opposed to being painted on. The thought is that a wrap would last longer, to preserve the artist' s design for a longer span of time than paint would normally allow for. PUBLIC ART COMMISSION RECOMMENDATION The Commission agreed with the YAC' s recommendation on the best artwork and voted unanimously (one being absent) to recommend Submission 2, designed by artist Sheyla Sebastian, to the Apache Junction City Council as their favorite design, as shown in Exhibit 2 . Attachments: - Exhibit 1 : Contest Materials - Exhibit 2 : Submissions - Exhibit 3 : PAC Staff Report 4 . 30 . 25 2 P-25-29-ART AJHS Pride—Traffic Cabinet Public Art Contest May 19,2025,City Council Staff Memo P - 25 - 29 -ART AJHS PRIDE - TRAFFIC CABINET PUBLIC ART CONTEST City of Apache Junction City .0ul May 19 , 2025 Contest Details & Timeline • Apache Junction High School wide competition to create a design that best represents the theme "AJHS Pride" . • Entry DeadlinF - April 23, 2025 V�/inraPr NhtifiP� May 21 , 2025 Awards & Prizes • $ 100 gift certificate • The winner will be featured on the city ' s website, social media accounts, and in a press release . • Finalists will also be recognized . • All participants will receive physical certificates. Process 1 . Student submitted designs to staff on or before the deadline . 2. Five designs were chosen by YAC-submissions were anonymous. Judging criteria included the originality of the design, artistic excellence, and adherence to the chosen theme "AJHS Pride" . 3. The Public Art Commission will recommend a winning design to City Council . 4. The recommended design will be presented to Council for approval . Terms of Entry • Open to all enrolled students at Apache Junction High School . • All backgrounds, skill levels, and styles accepted . • All 2D visual media accepted . • Images must be original work created by the submitting artist. Copyright-protected imagery will be disqualified . • Students need to include designs for all four (4) sides . • Students should consider the perspectives of both pedestrian and vehicular traffic . • Artwork that contained political, negative, or inappropriate imagery was not considered . Submission 1 � Front- West Facing Artist : Amber Rivera r - r sJ Submission � Back- East Facing Artist : Amber Rivera I', Submissions Side -South Facing � Artist : Amber Rivera yc , Submission 1 Side - North Facing {1� Artist : Amber Rivera , .�� Artist : m er Rivera r � 4,1 ke �. Submission Front- West Facing � '��►�� Artist : Sheyla Sebastian , Submission 2 I � W AV y Back- East Facing Artist : Sheyla V I Sebastian Submission Side -South Facing Artist : Sheyla Sebastian a Submission Lim � Side - North Facing Artist : Sheyla Sebastian ' I Artist : Sheyla Sebastian --j Submission Front- West Artist : Dornroes . � Ott .J � • All r t r � k� Submission .�.W. . .�. .�..... ._f�� .. .. Back- East Artist : ai e Dornroes �Y i r Submission 3 Side -South Facing jj� Artist : Bailey Domroes i�" Submission 3 � Side - North Facing Artist : Bailey Domroes �► Artist : ai e omroes IMP; SA Submission 4� ~� Front- West Facing Artist : Yesenia Sebastian Marcos ti Submission 4 � Back- East Facing Artist : Yesenia , Sebastian Marcos Submission 4� Side -South Facing Artist : Yesenia Sebastian Marcos a Submission 4 � A Side - North Facing Artist : Yesenia Sebastian Marcos - H � �� ' ' k� a � � f S ' 1 �� , A M -,t• 067 �. ' .4• , •a 1 • �• • • ♦ • goes- 4 to � s d� Y. y Submission ac - ast Facin rtist : Brayden Tillson ne ;� ;' �•.' - :.•tom - " 6 iEr 1* �• ECG, ;�.' - .,-,Y�...t r � I , Submission e Artist : ra e n Tillson ..K M oil Submission • Artist : ra e n Tillson Fe_ . a � � i1ltFi i r, r5 YAC Rankings • 1 st : Submission 2 - Sheyla Sebastian �f 1' ■ u • 2nd : Submission 4 - Yesenia Sebastian Marcos • 3rd : Submission 1 - Amber Rivera • 4th : Submission 3 - Bailey Domroes • 5th : Submission 5 - Brayden Tillson ,s 4 . PAC Recommendation The Commission voted unanimously, one being absent, to recommend Submission 2, designed by artist Sheyla Sebastian ,, to the Apache Junction City Council as their favorite design, as shown in Exhibit 2. STAFF CONTACT Community Vision: Apache Junction is a diverse Community of natural beauty and Erika Hernandez I Planner heritage that offers prosperity, compassion, ehernandez@apachejunctionaz.gov and forward thinking to its residents, businesses and visitors. (480) 474-5491 Community Mission: We will focus on and invest in quality of life and planned improvements for serving residents, businesses, and visitors. PUBLIC ART COMMISSION CITY OF APACHE JUNCTION AJHS PRIDE I TRAFFIC CABINET PUBLIC ART CONTEST Apache Junction High School ("AJHS") students are encouraged to participate in a school wide competition to create a design that best represents AJHS pride.The winning design will become part of the City of Apache Junction's collection of public art by being painted on a traffic cabinet near AJHS on the northeast corner of Ironwood Drive and Southern Avenue (in front of Circle K). Please note that this is a temporary public art project and likely has a lifespan of up to five (5) years. If the art is damaged and repair is not feasible, the art will be removed. COMPETITION TIMELINE Entry Deadline April 23, 2025 Winner Notified ei!5 May 21, 2025 Painting Can Begin I May ie, 2e25 May 24, 2025 AWARDS & PRIZES The winner will receive a $too gift certificate and be featured on the City's website, social media accounts,and in a press release.The winnerwill also be given the opportunityto help the Apache Junction Youth Advisory Council ("YAC") paint their design on the traffic cabinet. Finalists will also be recognized with their designs showcased on the City website and through our social media channels. All participants will receive physical certificates. All materials and miscellaneous expenses will be paid for by the Art in Public Places Fund ("APPF"), which is funded primarily by new commercial and multi-family developments and is not taxpayer-funded. 1 PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandez@apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 PROCESS 1. Five(5)designs will be chosen by YAC, who are also students at AJHS, in a blind vote. No student details will be included with submissions. Judging criteria will include the originality of the design, artistic excellence, and adherence to the chosen theme "AJHS Pride". 2. The five (5) designs are presented to the Apache Junction Public Art Commission ("PAC"), who will then recommend a winning design to the Apache Junction City Council ("Council"). 3. The recommended design is presented to Council during a work session and then voted on during the Consent Agenda the following night at a regular meeting. TERMS OF ENTRY • Open to all currently enrolled students at Apache Junction High School. • All backgrounds, skill levels, and styles accepted. • All 2D visual media accepted. • Images must be original work created by the submitting artist. Copyright-protected imagery will be disqualified. • Students need to include designs for all four(4) sides. • Students should consider the perspectives of both pedestrian and vehicular traffic. • Artwork that contains political, negative, or inappropriate imagery will not be considered. Image and Submittal Requirements 1. File Size: Max 2MB 2. Format:jpg,jpeg, prig, PDFonly 3. Ensure professional presentation, including proper cropping with no frames or watermarks. 4. File Name Format: Artist Name -TitleofArt.jpeg S. Submittals shall be emailed to PAC Staff member Erika Hernandez at ehernandez(a)apachejunctionaz.gov . Please include "AJHS Pride Traffic Cabinet Entry" in the subject entry. If you have any questions, please reach out to Erika Hernandez. 2 PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandez@apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 TRAFFIC CABINET DETAILS Old Style Cabinet; Dimensions: 55" High, 44"Wide, 26" Deep • l 'yam 3 PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandez@apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 Front/West Facing 44" LO 4 PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandez@apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 Side /South Facing uO LO 26rr 5 PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandez@apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 Side /North Facing iED LO 26" 6 PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandez@apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 Back/East Facing 44' LO PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandez@apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 AJHS PRIDE I TRAFFIC CABINET PUBLIC ART CONTEST ENTRY FORM Title of Artwork: Student's Name: Student's DOB: Student's Grade: Parent/Guardian Name: Parent/Guardian Phone: Parent/Guardian Email: FOR APACHE JUNCTION HIGH SCHOOL PERSONNEL ONLY I, , have verified that the above student has been verified to be a current student at the Apache Junction High School at the time of submission. Print Name: Signature: Title: 8 PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandez@apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 Back/East Facing 44" LO 7 PAC Staff Contact Erika Hernandez (480)474-5491 1 ehernandez cilapachejunctionaz.gov 300 E. Superstition Blvd., Apache Junction, AZ 85119 Side /South Facing Ib Ln L �M Ar yr � w 26" 5 PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehernandezid,,apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction, AZ 85119 Front/West Facing 44" r f .. 6 � p F f i i Ln .r 1 r 4 PAC Staff Contact Erika Hernandez 1 (480)474-5491 ehernandezrri apachejunctionaz.gov 300 E. Superstition Blvd., Apache Junction, AZ 85119 Side /North Facing Cn LO 4 f .26 b PAC Staf1'Contact Erika I lernandez,(480)474-5491 1 eheniandez(d)apachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction, AZ 85119 MWA vlo�Am W AAWF Side/NorthFacing C r I Y� Side/SouthFacina ,i- Back/East Facing 44" p k tO PROS pf. i 4z'''M 7 PAC Staff Contact Erika Hernandez (480)474-5491 1 eernandez(dapachejunctionaz.gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 Front West Facin 44" ti F - N 1 + r V J y h ,S { PAC E Tull LON � 1 4 PAC Staff Contact Erika Hernandez (480)474-5491 1 ehemandez@apachejunctionaz,gov 300 E. Superstition Blvd.,Apache Junction,AZ 85119 Side ISouth Facing 1 a } LO y, ` t 26" s PAC Staff Contact Erika Hernandez 1 (480)474-5491 1 ehemandez(,)apachejunctionaz.gov 300 E. 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Z_ ..:_ .I1:1� i`6 �',Y -l.~." 1�. .►'S`7.�l._.L il� '* � 1 ' `1_` M .gyp ♦ rM K!��l _.l.—� S• -• ' �� 1 if } - J r .,fti +<<Ar--as�;- -.tf T. - ''� Y,f ♦rr.-".^4R •...I'' - ` �.+w�lr•feY"'�� 5^�; Z4 iF < +}� < . ,.� ' - Vim. ♦'( (V�vii �� -,V , • � �1 -� - _ • . ,t� � vim- '^�.►Y"v. � •r' f �`� � � "r PeACHE✓G s_ yy z City of Apache Junction RIZONP Development Services Department PUBLIC ART COMMISSION SPECIAL MEETING STAFF REPORT DATE : April 30, 2025 TO: Public Art Commission THROUGH: Rudy Esquivias, Development Services Director Sidney Urias, Planning Manager & Deputy Director FROM: Erika Hernandez, Planner SUBJECT: AJHS Pride — Traffic Cabinet Public Art Contest REQUEST: Staff respectfully requests that the Chair and the Public Art Commission recommend their favorite art submission to the Apache Junction City Council for the Apache Junction High School Pride — Traffic Cabinet Public Art Contest. BACKGROUND On October 1, 2024, the Apache Junction City Council ("Council") requested that a traffic cabinet near the Apache Junction High School ("AJHS") include a design that represents AJHS . On February 10, 2025, the Apache Junction Public Art Commission ("Commission") asked that the Apache Junction Youth Advisory Council ("YAC") chose a theme for a future competition with AJHS, and work with the selected artist to complete the design. Staff decided that it would be a great opportunity for the winner of the design and YAC to showcase their art skills by painting the traffic cabinet together. On April 3, 2025, AJHS, the Commission, and YAC released a school wide competition (Exhibit 1) to design artwork for a city traffic cabinet located on the northeast corner of Ironwood Drive and Southern Avenue with the theme of "AJHS Pride", which will be painted by the selected artist, if available and interested, with the help of YAC. 1 AJHS Pride—Traffic Cabinet Public Art Contest April 30,2025,Public Art Commission Staff Report PPACHE✓GAO �y Z City of Apache Junction RIZONP Development Services Department The entry deadline for the contest was April 23, 2025, for which five (5) submissions were made . YAC received the submittals and ranked them for the Commission. The Commission has been asked to recommend their favorite design for City Council consideration. RECOMMENDED MOTION I move that the Public Art Commission recommend to the Apache Junction City Council the approval of Submission 1, 2, 3, 4 or 5, as shown in Exhibit 2, as the winner in the "AJHS Pride — Traffic Cabinet Public Art Contest" for the proposed traffic cabinet design on the northeast corner of Ironwood Drive and Southern Avenue, to be painted by the selected artist, if available and interested, with the help of the Apache Junction Youth Advisory Council, also known as "YAC" . Attachments: - Exhibit 1 : Contest Materials - Exhibit 2 : Submissions 2 AJHS Pride—Traffic Cabinet Public Art Contest April 30,2025,Public Art Commission Staff Report ►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition Boulevard 01 Agenda Item Cover Sheet Apache Junction,AZ _ 85119 Agenda Item No.2. PizoNr File ID: 25-238 Sponsor: Rob Wisler Agenda Date: 5/19/2025 Index: In Control: City Council Work Session Presentation and discussion on Resolution No. 25-16, Mesa Gateway Airport JPAA/IGA/Bylaws Update. City of Apache Junction,Arizona Page 1 Printed on 511512025 City of Apache Junction 7f Home of the Superstition Mountains DATE: MAY 19, 2025 TO: MAYOR AND CITY COUNCIL MEMBERS THROUGH: BRYANT POWELL, CITY MANAGER FROM: ROB WISLER, MANAGEMENT ANALYST SUBJECT: RESOLUTION NO. 25-16: UPDATE TO MESA GATEWAY AIRPORT JOINT POWERS AGREEMENT/IGA/BYLAWS Background/Discussion In 2013, the City Council voted to become part of the Mesa Gateway Airport Authority. The City, through the Mesa Gateway Airport Authority, is a joint owner of the Mesa Gateway Airport along with the City of Mesa, Town of Gilbert, Town of Queen Creek, and Gila River Indian Community. The City of Phoenix was previously a joint owner until it notified the Authority of its intent to withdraw from the Authority effective July 1, 2024. For many years the Airport was known as "Phoenix-Mesa Gateway Airport." After the City of Phoenix relinquished its membership, the Airport Authority voted to change its name to Mesa Gateway Airport. Mesa Gateway Airport is requesting to change its Joint Powers Authority Agreement, the enabling document for the Authority, along with the IGA and the bylaws to reflect the name change and to remove commitments made by Phoenix to the Authority, to change the budget timeframe so that the budget may be introduced in June instead of April, as well as to make non-substantive technical corrections. As part of this process, each member community is requested to approve the new JPAA, IGA, and Bylaws. Analysis and Recommendation As member of the board of directors, Mayor Wilson voted in favor of the name change to Mesa Gateway. The board voted to approve the change of name. The Airport anticipates this change will help better reflect the geographic area and its location within the city of Mesa incorporated limits as it continues to recruit additional airlines and job creators. The name change recognizes the significant financial contributions made to the airport by the City of Mesa since its transition to a civilian airport in 1994. The Airport is a major economic development asset to the entire East Valley region. Staff is supportive of the proposed requested changes to the documents. Financial Impact There is no financial impact to the City from this Resolution. Next Steps Staff plans for this Resolution to be placed on the consent agenda for the June 3rd City Council Meeting. RESOLUTION NO. 25-16 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO. 2 TO THE MESA GATEWAY AIRPORT AUTHORITY AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT, THE MESA GATEWAY AIRPORT AUTHORITY AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT AND THE MESA GATEWAY AIRPORT AUTHORITY BYLAWS; AND AUTHORIZING CITY STAFF TO IMPLEMENT ALL NECESSARY ACTIONS TO FULFILL THE AGREEMENT OBLIGATIONS. WHEREAS, the United States Air Force ("U.S.A.F.") announced its intent to close Williams Air Force Base ("Williams AFB") located at Power and Williams Field Roads, Mesa, Arizona, as an operating location of the U.S.A.F no later than September 30, 1993; and WHEREAS, upon closure, Williams AFB had existing aviation facilities suited to be acquired, developed and operated as a civilian airport facility pursuant to Arizona Revised Statutes ("A.R.S. ") § 28- 8521, et seq. ; and WHEREAS, Maricopa County and the cities and towns of Apache Junction, Queen Creek, Mesa, Gilbert and Chandler were interested in the redevelopment of the base as a civilian passenger and cargo airport; and WHEREAS, in 1992, these public entities entered into two intergovernmental agreements setting forth the purpose and goal statement for the reuse of Williams AFB and a transitional management plan, operating agreement and ownership structure of the facility; and WHEREAS, the original Joint Powers Airport Authority Agreement ("JPAAA") was created and entered into as of May 19, 1994, by and among the cities and towns of Gilbert, Mesa and Queen Creek; and WHEREAS, pursuant to an Amended and Restated Agreement dated May 22, 2006 the Gila River Indian Community and City of Phoenix were added as members of the JPAAA; and WHEREAS, in 2009, the 2006 members entered into an amended agreement establishing the Mesa Gateway Airport Authority (the "Authority" or "MGAA") ; and WHEREAS, the City of Apache Junction became a proprietor and member of the airport authority along with the other members in 2013; and WHEREAS, in June 2024, the City of Phoenix terminated its membership in the MGAA; and WHEREAS, in December 2024, the then Phoenix-Mesa Gateway Airport Authority Board voted to rename itself the "Mesa Gateway Airport Authority" and to rename the airport "Mesa Gateway Airport". 4921-1371-8303 WHEREAS, the Authority desires to amend and restate the agreement to acknowledge and account for the departure of the City of Phoenix from the MGAA and the renaming of Phoenix-Mesa Gateway Airport to Mesa-Gateway Airport, to change the mandated budget introduction from April to June, and to make technical corrections . NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AS FOLLOWS: 1) The mayor is authorized to execute Amendment No. 2 to the Mesa Gateway Airport Authority Amended and Restated Joint Powers Airport Authority Agreement, Amendment No. 2 to the Mesa Gateway Airport Authority Amended and Restated Intergovernmental Agreement and the Mesa Gateway Airport Authority Bylaws, the forms of which are attached to this resolution, under exhibits A, B, and C. 2) City staff is authorized to take any and all necessary steps to effectuate the purpose, intent and obligations of the partnering agreements referenced herein. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS DAY OF , 2025. SIGNED AND ATTESTED TO THIS DAY OF , 2025 . WALTER "CHIP" WILSON Mayor ATTEST: EVIE MCKINNEY City Clerk APPROVED AS TO FORM: RICHARD J. STERN City Attorney 4921-1371-8303 Exhibit A 4921-1371-8303 SECOND AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT DO NOT REMOVE This is part of the official document 4921-1371-8303 MESA GATEWAY AIRPORT AUTHORITY SECOND AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT This Second Amended and Restated Joint Powers Airport Authority Agreement (the "Agreement") establishing and continuing the Mesa Gateway Airport Authority (the "Airport Authority"), is made and entered into as of_ day of , 2025, pursuant to Arizona Revised Statutes ("A.R.S.") Section 28-8521, et seq., 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, a federally recognized Indian tribe ("Community"), and the City of Apache Junction, an Arizona municipal corporation ("Apache Junction") (collectively"Members" or"parties"and individually"Member" or"party"). The parties to this Agreement agree as follows: Recitals. The United States closed Williams Air Force Base("Williams")as an operating location of the United States Air Force ("USAF"). 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 A.R.S. Section 28-8521, et seq. The original joint powers airport authority agreement was made and entered into as of 19th day of May, 1994, by and among Gilbert, Mesa, and Queen Creek and recorded on May 19, 1994, as Instrument No. 94-0400695, official records of Maricopa County, Arizona. 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. 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 1995 and 2006 Amendments to the original joint powers airport authority agreement, the Community and the City of Phoenix ("Phoenix") were added as Members of the Airport Authority, respectively. Via 2009 Amendment, the legal name of the entity was changed to the Phoenix-Mesa Gateway Airport Authority. Apache Junction also became a Member of the Airport Authority effective July 1, 2013. Phoenix withdrew from the Airport Authority effective June 30, 2024. The legal name of the Airport Authority was changed to Mesa Gateway Airport Authority effective as of December 17, 2024. - 1 - 4921-1371-8303 Formation of Airport Authority. Upon approval and execution of this Agreement by all the parties, a joint powers airport authority called the 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. Board of Directors and Officers. 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 appointed 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. The appointing authority as to each Member shall be each Member's respective governing body. 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 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. 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 Chair on no less than 24-hours' notice to the public, and each Director, either personally, by mail, by email, by text message, 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 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. 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. The Board of Directors shall annually choose from its Directors a Chair, a Vice Chair 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. The Chair, or in the Chair's absence, the Vice Chair, shall preside at all meetings of the Board of Directors. In the absence of the Chair and Vice Chair, the Secretary shall preside at the meeting of the Board of Directors. The Secretary shall see that the minutes of all meetings of the Board of Directors are kept. Airport Authority Staff. 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 - 2 - 4921-1371-8303 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. Ownership of Airport Facilities. 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 Maricopa, State of Arizona ("Airport Facilities"), shall be held by the Airport Authority. The Airport Authority may acquire or convey real and personal property from time to time. 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. 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 necessary to evidence and effectuate such withdrawal. Recharacterization of Members' Loans to Airport Authority. Effective July 1, 2014, the Members deemed all of the Members' respective prior loans as appropriations (or contributions) to the Airport Authority in accordance with A.R.S. § 28-8521(B)(4). The precise amount of each Member's cumulative contributions (since becoming a Member of the Airport Authority) is set forth in Exhibit A. Members shall continue to make annual appropriations to the Airport Authority as required in this Agreement, particularly Section 9. Notwithstanding anything to the contrary in this Section 6, each Member shall exercise its voting rights (related to the administration and management of the Airport Authority) in accordance with Section 8. Each Member agrees that should said Member withdraw from the Airport Authority pursuant to Section 10, effective upon such withdrawal, all rights and interests of said Member in the Airport Authority shall also terminate. Each Member also agrees to execute upon withdrawal any and all documents necessary to evidence and effectuate such withdrawal. Powers of the Mesa Gateway Airport Authority. The Mesa Gateway Airport Authority, acting through the Board of Directors, may: Own, operate, and maintain property and facilities related to aviation, air navigation, and aerospace. Own and lease property and facilities that are not related to aviation, air navigation, and aerospace. Prescribe user fees and charges. Operate facilities and construct improvements. If authorized by the Members, exercise the right of eminent domain in the names of the Members. - 3 - 4921-1371-8303 Engage employees and consultants. Enter into contracts, leases, and development agreements. Enter into agreements with the State of Arizona, any political subdivision of the State, or the federal government. Prepare and receive annual operating budgets. 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. Sue and be sued. 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. Votinq Rights. 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 terms and conditions apply. Subject to Section 8.1.2, each member of the Board of Directors is entitled to cast a weighted vote equal to that Member's cumulative appropriations to the Airport Authority as a percentage of the total appropriations made by all current Members to the Airport Authority since 1993 when the initial Intergovernmental Agreement Group was formed. For purposes of this Section 8.1.1, and in accordance with Section IV(4)(d) of the Memorandum of Understanding (MOU) (effective March 21, 2011) among the Airport Authority, City of Mesa, and Able Engineering and Components, Inc., Mesa's cumulative contributions to the Airport Authority include the City Rent (as defined in the MOU) paid by Mesa to the Airport Authority to service the debt on the Airport Authority's Series 2012 Bond Issue in the amount of $19,220,000 (to finance the FAA-certified maintenance, repair, and overhaul facility subleased to others). The percentage calculated under Section 8.1.1 is then adjusted so that no Member's vote will exceed 50%of the total weighted votes. If any Member's percentage as calculated exceeds 50%, then the excess percentage (over 50%) is allocated proportionally to the remaining Members so that the weighted vote of all Members combined equals 100% (or 100 votes). Under this formula, the weighted votes for all Members as of July 1, 2024 are: Member Votes City of Mesa 50.00 Gila River Indian Community 22.23 Town of Gilbert 18.90 Town of Queen Creek 5.61 Apache Junction 3.26 All matters on which a weighted vote is taken must be decided by a simple majority of all Members'weighted votes, not just the weighted votes represented at the meeting. The number of weighted votes of each Member will be adjusted annually before the start of each Fiscal Year based on the Airport Authority's adopted operating budget for the Fiscal Year. - 4 - 4921-1371-8303 If a Member withdraws from the Airport Authority, the weighted votes of remaining Members must be recalculated at the beginning of the next fiscal year. In recalculating the weighted votes, all appropriations of the withdrawing Member will be disregarded. No Member may invoke weighted voting for matters related to 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. Operating Budget. The fiscal year of the Airport Authority shall run from July 1 to June 30. The Board of Directors shall, by June 1 of each fiscal year, recommend to the Members of the Airport Authority an annual operating 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 operating 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. 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. The governing bodies of the Airport Authority's Members, including any new Members admitted pursuant to Section 11 shall approve and adopt the operating 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. The Board of Directors may from time to time recommend to the Members of the Airport Authority amendments to the approved and adopted operating budget. The governing bodies of the Members shall approve amendments to the operating budget or withdraw from the Airport Authority pursuant to Section 10. The Airport Authority shall adopt and periodically amend a Strategic Business 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. Withdrawal From Airport Authority. No Member shall have the right to withdraw from the Airport Authority during the term of this Agreement except as provided in this Section. 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 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 sixty(60)days prior to the withdrawal deadline. The withdrawal deadline shall be February 28 of each fiscal year. The withdrawing Member shall pay its pro rata annual budget contribution for the current fiscal year and its pro rata share of any outstanding obligations to which the withdrawing Member has obligated itself. - 5 - 4921-1371-8303 Any obligations of the withdrawing Member to the Airport Authority shall remain outstanding until fully paid and satisfied. Admission To Airport Authority. 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 instruments as the Members may deem necessary or advisable to effect the admission of such city, town, or county as an additional Member, including (without limitation) the written acceptance and adoption by such city, town, county or American Indian Community of the provisions of this Agreement. The fiscal obligations of a new Member are not effective until the beginning of the new fiscal year. 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. The parties waived all notice and procedural requirements in this Agreement for admission of Apache Junction when it became a Member effective July 1, 2013. Effective Date. This Agreement shall become effective(the"Effective Date")on the later of its filing with the Arizona Secretary of State and the Maricopa County Recorder in accordance with Section 19 hereof. Termination of Airport Authority. 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. Notwithstanding the right to withdraw set forth in Section 10, each party hereto agrees to remain a Member of the Airport Authority and to be bound by this Agreement until the end of the current fiscal year. Unless otherwise agreed to by a majority of the Members of the Airport Authority, upon termination of this Agreement: 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. 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. 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. - 6 - 4921-1371-8303 Annual Report to Legislature. If invited, the Chair 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. 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 jurisdiction for causes of action arising under this Agreement is the United States District Court for the District of Arizona. Sovereign Immunity. The Community expressly and irrevocably waives its sovereign immunity from suit solely for the limited purpose of allowing the Airport Authority to commence arbitration proceedings and enforce arbitration decisions or awards that involve a dispute or claim arising out of this Agreement. This limited waiver of sovereign immunity does not extend to any person or entity other than the Airport Authority. Except as provided in Section 15.2.1 through Section 15.2.6, nothing in this Agreement, or in the Commercial Arbitration Rules of the American Arbitration Association ("AAA") (referred to below), or in any related agreement, exhibit, document or undertaking, shall be construed as waiving, qualifying, diminishing, impairing or otherwise adversely affecting the sovereign immunity of the Community or any of its entities, enterprises, affiliates or subdivisions. Further, except as specified in Section 15.2.1 through Section 15.2.6, and unless explicitly stated within this Agreement, nothing in this Agreement, or in the AAA rules, or in any related agreement, exhibit, document or undertaking, shall be construed as a waiver of such sovereign immunity or as consent or agreement by the Community to the jurisdiction of any governmental authority, or any state or municipal court. Mediation. Any dispute that may arise under this Agreement shall be submitted to a mediator agreed to by both parties as soon as practicable after the dispute arises, but in any event prior to the commencement of arbitration. The mediator's fees and expenses shall be shared equally by the parties, who agree to exercise their best efforts in good faith to resolve all disputes in mediation. Mediation will begin on the date one party sends written notice to the other requesting mediation and presenting in the notice the matter to be mediated. The mediation will conclude when both parties sign an agreement that resolves the subject of the mediation. If no agreement is reached within sixty (60) calendar days after the date of the original written notice, the mediation will be considered unsuccessful, and either party may invoke its arbitration rights under this Agreement. Binding Arbitration. Any claim or dispute arising under this Agreement between the Airport Authority and the Community("dispute"or"disputes"), including,without limitation,whether a dispute is subject to arbitration, not resolved by negotiation between the parties, shall be resolved through binding arbitration conducted in Maricopa County, Arizona as provided in this Section 15. Either party may initiate the arbitration by giving written demand for arbitration to the other party in accordance with the notice provisions of this Agreement, setting forth the nature of the claim or dispute, the amount involved, if any, and the remedy sought. Conduct of Arbitration. The arbitration shall be subject to Public Law No. 107-159 (116 Stat. 122 (2002)) and shall be conducted in accordance with the then-current AAA rules (but not under the administration of the AAA) except as otherwise provided in this Section 15. A single arbitrator shall be selected by agreement of both parties. If the parties cannot agree upon a single arbitrator within 30 days of receipt of a written demand for arbitration, either party may submit a request to the federal district court for an appointment of an arbitrator. No arbitrator shall have or previously have had any significant relationship with any of the parties hereto. The single arbitrator shall be knowledgeable in the subject matter of the dispute. The arbitration decision shall be rendered within 45 days after the arbitration hearing or the time period, if any, required by the AAA rules, whichever is sooner. The award of the arbitrator shall be supported by written findings of fact, conclusions of law, and a calculation of how damages, if any, were determined. The arbitrator also may grant provisional or ancillary remedies (e.g., the appointment of a receiver, injunctive relief, etc.) either during the pendency of the arbitration proceeding or as part of an - 7 - 4921-1371-8303 arbitration award. Upon written request and after notice to the other party, the arbitrator may modify the applicable arbitration rules in the interests of justice. The award of the arbitrator shall be final and binding upon the parties, including any party refusing to submit to arbitration under this Section 15, and a judgment thereon may be entered in the United States District Court, District of Arizona as provided by Public Law 107-159. Any refusal to submit to arbitration hereunder, any exercise of a right under the Federal Arbitration Act (9 USC § 1, et seq.), which shall apply to the construction and interpretation of this Section 15, or any enforcement of an award rendered in the arbitration shall be in and subject to the jurisdiction of the United States District Court, District of Arizona. In deciding any matter submitted to arbitration pursuant to this Section 15,federal law shall apply. If there is no applicable federal law, the arbitrator shall be guided by the laws of the State of Arizona. The statute of limitations, estoppel, waiver, laches and similar doctrines that would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding. Discovery. The parties may conduct discovery in advance of the arbitration hearing in accordance with the AAA rules. Based on the nature and amount of the dispute,the arbitrator may establish a discovery schedule or discovery cutoff date or may limit discovery. Costs of Arbitration and Attorney's Fees. Each party shall bear its own attorney's fees and expenses. The fees and all other expenses of the arbitrator, witness fees, and other reasonable fees and costs, other than attorney's fees and expenses, incurred by the prevailing party shall be assessed against the non-prevailing party by the arbitrator and included in any award or decision. Amendments. This Agreement may be amended only by an instrument in writing approved and signed by all of the Members. 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. 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 20 E. Main Street Mesa,Arizona 85201 Attention: City Manager Town of Queen Creek 22358 South Ellsworth Road Queen Creek,Arizona 85142 Attention: Town Manager - 8 - 4921-1371-8303 Gila River Indian Community Administrative Offices P.O. Box 97 Sacaton,Arizona 85147 Attention: Lieutenant Governor City of Apache Junction 300 E. Superstition Blvd. Apache Junction,AZ 85119 Attention: City Manager FEM. 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. 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. Cancellation. This Agreement may be canceled pursuant to A.R.S. Section 38-511. 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 B. 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. Federal Aviation Administration. Nothing herein requires any Member to contribute funding contrary to the Federal Aviation Administration's policies and procedures. 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. 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. - 9 - 4921-1371-8303 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as provided in Section 12. Attest: CITY OF APACHE JUNCTION By: By: City Clerk Walter Wilson, Mayor Attest: GILA RIVER INDIAN COMMUNITY By: By: Stephen Roe Lewis, Governor Attest: TOWN OF GILBERT By: By: Town Clerk Scott Anderson, Mayor Attest: CITY OF MESA By: By: City Clerk Mark Freeman, Mayor Attest: TOWN OF QUEEN CREEK By: By: Town Clerk Julia Wheatley, Mayor - 10 - 4921-1371-8303 DETERMINATION OF LEGAL COUNSEL The Second 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 Apache Junction City Attorney Date Gila River Indian Community Attorney Date Gilbert Town Attorney Date Mesa City Attorney Date Queen Creek Town Attorney - ll - 4921-1371-8303 Exhibit A Mesa Gateway Airport Authority Members'Cumulative Contributions as of December 10, 2024 Member Agency Cumulative Total City of Mesa $103,756,406 Gila River Indian Community $13,159,550 Town of Gilbert $11,199,250 Town of Queen Creek $3,310,070 City of Apache Junction $1,895,000 Total $133,320,276 Exhibit A-1 4921-1371-8303 Exhibit B [Ordinance, Resolution or Minutes Approving Second Amended and Restated JPAA Agreement] (Attached) - 1 - 4930-7001-9615 Mesa Gateway Airport RESOLUTION NO. - 2 - 4930-7001-9615 Exhibit B - 3 - 4930-7001-9615 SECOND AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT This Second Amended and Restated Intergovernmental Agreement ("Agreement") is made and entered into pursuant to Arizona Revised Statutes Section 11-951 et. seq. as of the day of , 2025 by and between the MESA GATEWAY AIRPORT AUTHORITY, a municipal corporation(the "Authority"), the TOWN OF GILBERT, a municipal corporation, as a member of the Authority("Gilbert"), the CITY OF MESA, a municipal corporation, as a member of the Authority and individually with respect to Section 5 of this Agreement ("Mesa"), the TOWN OF QUEEN CREEK, a municipal corporation, as a member of the Authority ("Queen Creek"), the GILA RIVER INDIAN COMMUNITY as a member of the Authority, (the "Community"), and the CITY OF APACHE JUNCTION, an Arizona municipal corporation ("Apache Junction"), recite, consent and agree as provided herein. Recitals. A. Pursuant to the Intergovernmental Agreement dated December 14, 1992, Gilbert, Mesa and Queen Creek established the Authority pursuant to the Joint Powers Airport Authority Agreement ("JPAA") dated May 19, 1994, recorded on May 19, 1994, as Instrument No. 94- 0400695, official records of Maricopa County, Arizona. The First Amendment to the JPAA was signed on May 19, 1995 to include the Community as a member of the Authority. The Authority, Gilbert, Mesa, Queen Creek, the Community and the City of Phoenix, an Arizona municipal corporation ("Phoenix") entered into the Amended and Restated Intergovernmental Agreement, dated May 22,2006, and filed with the Arizona Secretary of State on July 20,2006 to add Phoenix as a Member of the Authority. The Members entered into the Amended and Restated JPAA dated July 19, 2013 to add Apache Junction as a Member of the Authority. B. The Authority was established pursuant to Arizona Revised Statutes, Section 28- 8521 (previously found in Arizona Revised Statutes, Section 2-351 et. seq.) for the purposes of acquiring, developing and operating an airport and related facilities located on a portion of the property formerly known as the Williams Air Force Base and subsequently re-named the Phoenix- Mesa Gateway Airport. C. Phoenix withdrew from the Authority effective July 1, 2024. D. The name of Phoenix-Mesa Gateway Airport was changed to Mesa Gateway Airport and the name of the Authority was changed from Phoenix-Mesa Gateway Airport Authority to Mesa Gateway Airport Authority effective December 17, 2024. The Authority owns and operates Mesa Gateway Airport. E. Concurrently herewith, the Authority, Gilbert, Mesa, Queen Creek, Community and Apache Junction are entering into a second amended and restated JPAA ("2025 Second Amended and Restated JPAA") that reflects the changed membership and name. F. The Authority, Gilbert, Mesa, Queen Creek, Community and Apache Junction are committed to meeting the long-term aviation capacity needs of the metropolitan area. G. By entering into this Agreement,the parties to this Agreement desire to continue to jointly exercise common powers with regard to the ownership, development, reuse, operation and -4 - 4930-7001-9615 maintenance of the Mesa Gateway Airport pursuant to Arizona Revised Statutes, Chapter 25, Article 8. NOW, THEREFORE, in consideration of the covenants and agreements contained herein and for other good and valuable considerations, the receipt and adequacy of which are hereby acknowledged by all the parties hereto, the parties hereto agree as follows: Agreement Section 1. Purpose and Goals. 1.1 The Authority, Mesa, Gilbert, Queen Creek, the Community and Apache Junction agree to work together to establish an airport to serve the long-term aviation needs of the region. 1.2 It is not the intention of the parties to restrict the marketing or service of Mesa Gateway Airport. It is the intention of the Authority to market Mesa Gateway Airport as a domestic and international commercial passenger and cargo airport. Section 2. Development of Authority's Budget. 2.1 Each Member shall contribute funds for the Authority annual (operating and capital)budget as approved by the Authority's Board of Directors pursuant to Sections 8 and 9 of the 2025 Second Amended and Restated JPAA. Section 3. Archaeological Issues. 3.1 It is Authority's intent to negotiate in good faith a separate agreement with the Community regarding archaeological issues that complies with federal and state law, including, but not limited to, Section 10E 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. 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 property at Williams AFB includes, but is not limited to: whole or fragmentary tools, implements, containers, weapons, weapon projectiles, clothing, ornaments, containers,pottery, and other ceramics, basketry, cordage, weavings, coins, bullets, bottles, and other glassware, flaked stone, ground stone,pecked stone, worked bone, metal wood hide, feathers, and pigments." Further, to the extent allowed by federal and state law and Authority procurement requirements, and to the extent it meets the requirements of the Programmatic Agreement, the Authority that the Community may provide all Data Recovery Plans, data recovery, and mitigation required in association with the development on the Airport Facility. Section 4. Governing Law; Jurisdiction. 4.1 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 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 - 5 - 4930-7001-9615 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 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: i.) the parties shall attempt to agree upon one (1) 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 (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 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 in the arbitration unless the decision of the arbitrator shall specify otherwise. Section 5. Incorporation of Recitals. 5.1 All of the recitals set forth above are hereby incorporated into this Agreement by this reference and made a part hereof. Section 6. Attorneys' Fees. 6.1 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 7. Entire Agreement. 7.1 There are no oral agreements between the Authority and the Community 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, between the Authority and the Community with respect to those matters and transactions that are the subject of this Agreement. Section 8. Severability. 8.1 If any provision of this Agreement shall be determined to be void by a court of competent jurisdiction, then such determine shall not affect any other provision of this Agreement and all such other provisions shall remain in force and effect. Section 9. Termination of Airport Authority. 9.1 This Second Amended and Restated Intergovernmental 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 shall also be deemed terminated should all parties hereto have exercised their - 6 - 4930-7001-9615 right to withdraw from the Authority in accordance with Section 10 of the Second Amended and Restated J PAA. 9.2 Notwithstanding the right to withdraw set forth in Section 10 of the Second Amended and Restated JPAA, each party hereto agrees to remain a member of the Authority and to be bound by this Intergovernmental Agreement for at least one year after the Effective Date. 9.3 Unless otherwise agreed to by a majority of the members of the Authority, upon termination of this Agreement: 9.3.1 If one (1) 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. 9.3.2 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. 9.3.3 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 10. Term. 10.1 This Second Amended and Restated Intergovernmental 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 hereto. Section 11. Notices. 11.1 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 20 E. Main Street Mesa, Arizona 85201 Attention: City Manager Town of Queen Creek 22350 South Ellsworth Road Queen Creek, Arizona 85242-0650 Attention: Town Administrator Gila River Indian Community Administrative Offices P.O. Box 97 Sacaton, Arizona 85247 Attention: Lieutenant Governor - 7 - 4930-7001-9615 City of Apache Junction 300 East Superstition Boulevard Apache Junction, Arizona 85119 Attention: City Manager Section 12. Cancellation. 12.1 This Agreement may be canceled pursuant to Arizona Revised Statutes, Section 38-511. Section 13. Approving Action. 13.1 Copies of appropriate action by ordinance, resolution or otherwise authorizing the respective parties to enter into this Agreement are attached hereto as Exhibit A. Section 14. Audit Records. 14.1 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 15. Counterparts. 15.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one in the same instrument, which instrument shall be deemed fully executed when one or more counterparts have been executed by each of the parties. - 8 - 4930-7001-9615 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. Attest: CITY OF APACHE JUNCTION By: By: City Clerk Walter Wilson, Mayor Attest: GILA RIVER INDIAN COMMUNITY By: By: Stephen Roe Lewis, Governor Attest: TOWN OF GILBERT By: By: Town Clerk Scott Anderson, Mayor Attest: CITY OF MESA By: By: City Clerk Mark Freeman, Mayor Attest: MESA GATEWAY AIRPORT AUTHORITY By: By: Its Chair Attest: TOWN OF QUEEN CREEK By: By: Town Clerk Julia Wheatley, Mayor - 9 - 4930-7001-9615 - 10 - 4930-7001-9615 DETERMINATION OF LEGAL COUNSEL The foregoing Second Amended and Restated Intergovernmental 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 parry. Date Apache Junction City Attorney Date Gila River Indian Community Attorney Date Gilbert Town Attorney Date Mesa City Attorney Date Mesa Gateway Airport Authority Attorney Date Queen Creek Town Attorney - 11 - 4930-7001-9615 Exhibit A [Ordinance, Resolution or Minutes Approving Second Amended and Restated IGA] (Attached) RESOLUTION NO. 25-04 PAGE 12 OF 3 Exhibit C RESOLUTION NO. 25-04 MESA GATEWAY AIRPORT AUTHORITY BYLAWS Adopted September 28, 1995 Revised June 2007; [MONTH] 2025 Composition of Board of Directors and Officers. Directors and alternates. The Board of Directors ("Board") shall consist of one representative from each member of the Mesa Gateway Airport Authority ("Authority"). The governing body of each Authority member shall select its representative to the Board, which representative shall act with the authority of the appointing Authority member, as well as at least one alternate representative to act with the authority of the Authority member in the absence of the representative. Notice of such appointments and any subsequent replacement appointments shall be delivered in writing to the other members of the Authority. In the absence of an Authority member's representative or alternate representative at a Board meeting, any member of the Authority member's governing body attending a Board meeting is presumed to act with the authority of the Authority member. Officers. The Board shall annually choose from its Directors, at the Board meeting immediately following the start of each fiscal year, a Chair, a Vice Chair, a Secretary, and a Treasurer, each of whom shall serve at the pleasure of the Board. The Board 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 and who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. In particular, the Board shall appoint a Clerk of the Board. Chair. The Chair shall preside at and set the agenda for all meetings of the Board, shall authorize meeting notices to be issued by the Executive Director as required by Section 3.2 herein, present to the Arizona legislature an annual report of the activities of the Authority, and represent the interests of the Board when it is not in session. Vice Chair. The Vice Chair shall perform all duties as may be assigned to him or her by the Board. In the case of the death, disability or absence of the Chair, the Vice Chair shall perform and be vested with all of the duties and powers of the Chair. Secretary. The Secretary shall review and sign the minutes of meetings of the Board and perform such other duties as may be required by the Board. Treasurer. The Treasurer shall be familiar with the financial affairs of the Authority. The financial records will be in the custody of the Executive Director and all records will be maintained at the corporate office of the Authority. Appointment of Committees and Advisory Councils. The Board may establish such Committees as the Board may from time to time find necessary, which shall consist of less than a quorum of Directors. The Board also may establish Advisory Councils, which may consist of one or more Directors, the Executive Director, Authority staff, or such other persons as the Board may designate, and which shall act in an advisory capacity to the Board. Compensation and Indemnification of Directors. Compensation. The Directors shall not receive any salary or compensation for their services, but may be reimbursed for their actual expenses paid or obligated to be paid in connection with service RESOLUTION NO. 25-04 rendered solely for the benefit of the Authority, if such expenses are submitted to the Board for reimbursement. Indemnification and Advancement of Costs. The Authority may indemnify and agree to save harmless the Directors and the Executive Director any of whom were or are in the future a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director or Executive Director or is or was serving at the request of the Authority, from any damages, costs, expenses, attorney fees, fines,judgments, claims and amounts paid in settlement, actually and reasonably incurred. The Authority may also advance fees and costs associated with any such threatened or pending suit or proceeding. Meetings of the Board of Directors. Monthly meetings. The Board shall meet monthly at the time, date and place established by the Board, provided however that the Board may cancel or reschedule any monthly meeting. All meetings of the Board shall be conducted in accordance with the Open Meeting Law, Arizona Revised Statutes, Section 38-431 et seq. Notice and Agendas. Public notice and an agenda of all meetings of the Board shall be posted by the respective Clerk of each member of the Authority at the official posting location of such jurisdiction in compliance with the Open Meeting Law. A meeting agenda may be amended after posting, so long as the amended agenda is posted at least 24 hours prior to the meeting. Telephonic Attendance and Meetings. A Director may attend a Board meeting via 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 Open Meeting Law. Special Meetings. Special meetings of the Board may be called by the Chair or a majority of the total number of Board members on no less than 24 hours' notice to each Director, either personally or by mail or by facsimile or by telephone, so long as such special meeting is conducted in accordance with the provisions of the Open Meeting Law. Emergency Meetings. Nothing herein shall prohibit the holding of an emergency session on less than 24 hours' notice in accordance with the provisions of the Open Meeting Law. Quorum. A majority of the membership of the Board shall constitute a quorum. A quorum shall be necessary to conduct the business of the Board. If a quorum is not present at any meeting of the Board, the Directors present at the meeting may recess the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. Conduct of Meetings. The conduct of all Board meetings shall be governed by Robert's Rules of Order, unless waived by the Chair. Voting. Each member of the Board is entitled to one vote, and, except as provided in Sections 3.4 and 6, 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: RESOLUTION NO. 25-04 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. A simple majority is required for a motion to carry. 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 of members. Duties of Board. General Duties. The Board shall be the governing body of the Authority. Specific Duties. The Board's duties include the following: Select the Executive Director; Approve leases and lease cancellations; Approve procurement policy and periodic updates to the procurement policy; Approve contracts and purchases in accordance with the procurement policy; Approve personnel policy and periodic updates to the personnel policy; Approve marketing plan and periodic updates to marketing plan; Approve annual budget for recommendation to the Authority members; Approve airport rules and regulations and airport minimum standards. Duties of the Executive Director. General Duties. The Executive Director shall be the Chief Executive Officer of the Authority and shall serve at the pleasure of the Board. During recess of the Board, the Executive Director shall work closely with the Chair to ensure that the business and affairs of the Authority are conducted within the framework of Board-approved objectives and policies. Specific Duties. The Executive Director's duties shall include the following: Approve contracts and purchases in accordance with the procurement policy; Negotiate leases and recommend approval and cancellation of leases to Board; Hire, terminate, and supervise Authority staff; Prepare and periodically update procurement policy; Prepare and periodically update personnel policy; RESOLUTION NO. 25-04 Prepare and periodically update marketing plan; Contract for and oversee annual audit; Prepare annual budget; Prepare agendas and meeting notices for Board Meetings; and If requested, prepare an annual written report for submittal to the Arizona legislature. Prepare airport rules and regulations and airport minimum standards. Establish policies and procedures for the safe, secure, efficient, and orderly operation of the airport. Prepare any required statutory or informational reports. Amendment of Bylaws. Any of these Bylaws may be altered, amended, or repealed by majority vote of the total number of Board members, rather than a quorum of those present, at any regular or special meeting of the Board. RESOLUTION NO. 25-04 Resolution No . 25m161.* Mesa Gateway Airport amendments to Joint Powers AuthorDlty9Areement (JPAA) , Intergovernmental Agreement ( IGA) , and Bylaws May 19 , 2025 BACKGROUND • Williams AM was foundedi* n 1941 as an Army Air Force Base. • The Base served through the Cold War until it was decommissioned in 1993, • In 1994, the Airport Authori ty was established by Mesa, Gilbert, and Queen Creek. The Authority owns and operates the airport. BACKGROUND • In 2007: • City of Phoenix* joined the Airport Authority. • Airport was renamed "Phoenix-Mesa Gateway Airport." • Commercial airline service began. • In 2013 Apache Junction joined the Airport Authority. • On July I St, 2024, the City of Phoenix elected to depart the Airport Authority. RESOLUTION No . 5 - 16 • After the City of Phoenix departed, the Airport Authority voted to change its name to Mesa Gateway Airport. • Mesa Gateway Airport is requesting changes to the JPAA, IGA, and bylaws to reflect the name change and to remove commitments made by Phoenix to the Authority. • The Resolution also allows the budget to be introduced in June instead of Apri l I .I SECOND AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT This Second Amended and Restated Intergovernmental Agreement ("Agreement") is made and entered into pursuant to Arizona Revised Statutes Section 11-951 et.seq.as of the mod_day of May, 2006 2025 by and between the`VIL ,'n^"SMESA GATEWAY AIRPORT AUTHORITY,a municipal corporation(the"Authority"),the TOWN OF GILBERT,a municipal corporation,as a member of the Akport-Authority("Gilbert"),the CITY OF MESA,a municipal corporation,as a member of the Authority and individually with respect to Section 5 of this Agreement("Mesa"),the TOWN OF QUEEN CREEK,a municipal corporation, as a member of the Authority ("Queen Creek"), the GILA RIVER INDIAN COMMUNITY as a member of the Authority,(the"Community"),and the CITY OF PHOU iu APACHE JUNCTION,an Arizona municipal corporation, as a member of the n„+herity ("Pheeniv ("Apache Junction"),recite,consent and agree as provided herein. Recitals. A. Gilbert, Mesa and Queen Creek established the A4p9Ft-Authority pursuant to the Joint Powers Airport Authority Agreement dated May 19, 1994, recorded on May 19, 1994, as Instrument No. 94-0400695, official records of Maricopa County, Arizona AgfeePAOFA). The First Amendment to the Joint Powers Airport Authority Agreement was signed on May 19, 1995 to include the Community as a member of the Authority. The Authority, Gilbert, Mesa, Queen Creek,the Community and the City of Phoenix,an Arizona municipal corporation("Phoenix')entered into the Amended and Restated Intergovernmental Agreement,dated May 22,2006,and filed with the Arizona Secretary of State on July 20,2006 to add Phoenix as a Member of the Authority. The Members entered into the Amended and Restated Joint Powers Airport Authority Agreement dated July 19. 2013 to add Apache Junction as a Member of the Authority. B. The Authority was established pursuant to Arizona Revised Statutes,Title 28 Chapter 25 AFt'Gle BSection 28-8521 (previously found in Arizona Revised Statutes, Section 2-351 et. seg.) +„ n,.f for the purposes of acquiring,developing and operating an airport and related facilities located on a portion of the property formerly known as the Williams Air Force Base and subsequently re-named the Phoenix-Mesa Gateway Airport. C. Phoenix withdrew from the Authority effective July 1,2024. Formatted:Indent:Left: 0",First line: 0.5",Numbered +Level:1 +Numbering Style:A,B,C,...+Start at:1 + GDThe name of Phoenix-Mesa Gateway Airport was changed to Mesa Gateway Airport. The Alignment:Left+Aligned at: 0.75"+Indent at: 1" Authority owns and operates WilliarnSMesa Gateway Airport. B The Gity of Dheen'v ewes and operates oheeRi., Sky Herber inter.,.a+'.,.,a_i. ------ Formatted:ListParagraph_1,Indent:First line: 0.5", No AirpeFt bullets or numbering E. The name of the Authority was changed from Phoenix-Mesa Gateway Airport Authority tot Formatted:Indent:Left: 0",First line: 0.5",Numbered Mesa Gateway Airport Authority effective December 17.2024. +Level:1 +Numbering Style:A,B,Q...+Start at:1 + Alignment:Left+Aligned at: 0.75"+Indent at: 1" F. h The Authority,Gilbert,Mesa,Queen Creek,Community and DhGeRiicni..Apache Junction are committed to meeting the long-term aviation capacity needs of the metropolitan area. G. By entering into this Agreement,the parties to this Agreement desire to continue to jointly exercise common powers with regard to the ownership,development, reuse,operation and maintenance of the Mesa Gateway Airport pursuant to Arizona Revised Statutes,Chapter 25,Article 8. -1 - 4930-7001-9615 F The AiFper# Awtheri+v has invited Dheeniv #e hennme o mernher of the `iTPoF�Ht�F� �'. Phew#ends te henerne o nfi ' n e#er olnnn with the ether , Authority, by nor+idpatinn as a member of+he Airport Ai therifii H. pilh Queen Greek, and the Ge nity ho"�c Mesa, e�t�.ee�l�ree invested Aver $4 5 million 'R the operation, rnainteRaRGe and development E)f Williams Gateway Airport, nlurlinn n r$10 millien OR ni#ol i es#men+s e 1003 I. The Airport A therity is interested „—adding astrong f,^;gndapartner park'Rg garages, and roadway sy6tems whar-.h are Pet eligible to be funded by AirpeFt Improvement Program (AID)g r#s or Passenger Cnnility Charges d \Nilliomc Gateway Airner+'s a is+inn FURways nrl o o+inn c er#systems are ailehle for im ed'ate^ K Dheeniv CLv Harh nr In+erno+ienol Air er#onrl Williams Gateway Airport,are I Th.� nwlo#inn onrl expanding o io+inn n ni#y "gill require nhieves its ne#en+iol+e handle nasseRger nrl naFgG us#emers ��r}M. Phoen;x 's--'nterested „-o4;laams- Gateway being developed to Airper. NOW,THEREFORE, in consideration of the covenants and agreements contained herein and for other good and valuable considerations,the receipt and adequacy of which are hereby acknowledged by all the parties hereto,the parties hereto agree as follows: Agreement Section 1. Purpose and Goals. 1.1 The Williams Gateway AirportAuthority,Mesa,Gilbert,Queen Creek,the Community and WheeR*xApache Junction agree to work together to establish a system of eemmerdal servo^^ airpert&an airport to serve the long-term aviation needs of the Valleyfegion. 1.2 Ph aenlx agrees to invest $5 millien In the Williams Gateway nirrnr+. Formatted:LegaI51-2_1,None, No bullets or numbering,Tab stops:Not at 1" of the n niol nnn+rihii+inns a +he n er+ m mhero of the Williams Gatemiay Airport Authority S'RGe Phoenix may make addit'E)Ral Eapital investments if funds are "ia v-arlrable. . -2- 4930-7001-9615 4-.3 it is the intent AMR is Williams - +'�.""'.' A'"""�"'+ A' +h.."i+..+.. she initial $5 �o aiii� � Sao i� ai Wo to match Federal Av'a}'on Administration((FAA) grant fURdG tG the rnanlm.-m a tent�esslt3le. I-Ut-hp-IA-Iilliams Gateway A. aFt A +h..F" 61 Board may,through the normal budget PFE)GeSS, al'E)Gate the unused portion to IE)Gal nE)R gran+ pital n eetc Tn Representatives of Phoenix will aGGGFnpany otherrepresentatives i.f the Alrpert Autherity ee+inos vuith the CAA effert to Seep a from the FAA with the Afrpertr Master Purr, the Airport Layoutr—aid the Airport Capital Impreyemento Dreoram 4 c In fiooal year 2006 2007 Phoenix will nontrihu+e up to a4 Z million as their lniilram-s G-,+e..ay nirner+ 1.8 %Nmlliams Gateway Airpept anr+ Oheeniv Sky uarher In+ern a+ienal Airpert will "rvvvrT-ivgethe rr-t) meet the lone term nISel'ViGe and Gargo needs of the metrepelitaRGE)MIT16IRity. Phoenix eff'Pials v Oil werk with the ether members E)f the A'Fper-t Gateway Airport, 'R order to use the exiStiRg aviatiGR GapaGity to its full poteRtial. 4-.71.2 It is not the intention of the parties to restrict the marketing or service of either' Formatted:Outline numbered+Level:2+Numbering Williamsmesa Gateway Airport or Phoenix Sky Harbor IRteMatiORal Airport. It is the intention of Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned the AirpGrt-Authority to market Wil,�,.:,a^n sMesa Gateway Airport as a domestic passeRgeir se at: 0.5"+Tab after: 1"+Indent at: 0" airports. it is the iRteRt'OR E)f Ph9eRiX W Market Phoenix Sky Harbor'RtematioRal Airport as an ip+erna+ienal pamengerseRAGe airpert anr+ PF'MaFy r hub and international commercial assenaer and cargo airport. ,.Q It i;the in+ep+ion of the eirper+a +heri+.to market 1n1i11iam';Ga+e,.,a„Airport. —— Formatted LegaI5L2_1,None, No bullets or intorn a+ional airportsellViRgnriZon nrl neighboring states and as a numbering,Tab stops:Not at 1" nd n r belly freight to domestiG and interna+ienal markets il.'q The Airpor} Awtherity and Dhoeni..Will GiRtly develop a aviation marketing P1 - . . ;ote VV'11'ams Gateway Airport and Phoenix Sky Harbor International Airpert+e demestie-and international airlines 1.10 Dheeniv Sky Harbor Intema+ional Airport will oontinue to make available to marketing,fadlities management, and operations. -3- 4930-7001-9615 �g Dhaenev and the Aerner+ Authers+v will w erk +ene+her a of c nterest regarding state and federal legislation, induding funding of aviation fadlities and Section 2. Development of Authority's Budget. 2.1 Dhr.oniv.wdll a met to a$1 Z Million annual e ra+inn en ec+men+fer Ceoeal Years2007_2011 GachDa yEachMembershallcontributefundsfortheeperatiADAuthorityannual (operating and capital budgets bud et as approved by the Authority's Board of Directors pursuant to Sections 8 and 9 of the 2025 Second Amended and R2V1SedRestated Joint Powers Airport Authority Agreement. Formatted:LegaI50_1,None, No bullets or numbering,Don't keep with next,Don't keep lines 2 M IM The Parties acLnewledge that the Go S llffe..e fer+he State of AreZena together Formatted:Legal5L2_1,None, No bullets or yth«en the Base,DrnneFt3.The Governor'�ese aselan;-a be amended numbering,Tab stops:Not at 1" of the A +heFity d +he `�9 ity cteen gmth the �liiaa rims edUca#ieR"-'orr�r-aria--�-r� T"��^rye C�Jm'n PFeperFty GORsisten+ with the ne„erne✓spl;R. The Parties telld ton „+iate OR geed f. A91 OR in order to further delineate the mi+ted land and infra c+n Intl ire r n+c fer n .i de�ielen n+ PeF ' Formatted:Lega15L1_1,None, No bullets or numbering,Don't keep with next,Don't keep lines 4-a It eo the intent of the Ai there+v and +he Gemini mitt' ncticn with the- together P-ansartmurn -;4nd-ethe.r ei.yners of property at Williams, to participate in Formatted:Legal5L2_1,None, No bullets or numbering,Tab stops:Not at 1Base Pl:eperty. The Parties agree to parkipate in SUGh an asser.matie—n with respeGt te each Party's ner+icn of the Base Dronerty. Sest*nn 5 wrs, Course and WaRtPiAater�Trreat;pot PI ntm Formatted:LegaI50_1,None, No bullets or numbering,Don't keep with next,Don't keep lines 5.Il MpSam the Authority ty and its members agree to support the finding r9_mac+he. together Renerd of neciR-ien that the ('_alf Gee arse will he offered first to the Gerv.M snit„ fer Formatted:Legal5L2_1,None, No bullets or numbering,Tab stops:Not at 1the existing wastewater treatment plaRt IE)Gated E)n the Base Property (the "Wastewate deeeMrnissiened by Mesa. Mesa agrees to epwa+e and maintain the Wastewater G61FFea+z;y-operated. The Community and Mesa agree to negetia+e in good faith +e -4- 4930-7001-9615 treatrn8n+plant fnr„ in+ainina ndJ operating the('_elf Course. SeGtaon 6.Section 3. Archaeological Issues. ----- Formatted:Outline numbered+Level:1 +Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned 63.1 It is Authority's intent to negotiate in good faith a separate agreement with the Community., at: 0"+Tab after: 0.5"+Indent at: 0" regarding archaeological issues that complies with federal and state law, including, but not limited to, Section 10E of the National Historic Preservation Act and the Programmatic Agreement Among The United Formatted:Outline numbered+Level:2+Numbering States Air Force, the Arizona State Historic Preservation Officer and the Advisory Council on Historic Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned Preservation Concerning Disposal of Williams Air Force Base,Mesa,Arizona,February 1995. at: 0.5"+Tab after: 1"+Indent at: 0" 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 property at Williams AFB includes, but is not limited to: whole or fragmentary tools, implements, containers, weapons, weapon projectiles, clothing, ornaments, containers, pottery, and other ceramics, basketry, cordage, weavings, coins, bullets, bottles, and other glassware, flaked stone, ground stone, pecked stone,worked bone,metal wood hide,feathers,and pigments." Further,to the extent allowed by federal and state law and Authority procurement requirements,and to the extent it meets the requirements of the Programmatic Agreement,the Authority that the Community may provide all Data Recovery Plans, data recovery,and mitigation required in association with the development on the Airport Facility. Section 7. r_�.,,hlinr. oa��A�� Formatted:LegaI5L1_1,None, No bullets or numbering,Don't keep with next,Don't keep lines 7.1 The Parties agree that they Will n nhY With federal and- state '-Ay s a unh. together Formatted:Legal5L2_1,None, No bullets or that they Will ROt epelrate or permit te be eperated aRY S6lG4-W fad lity, numbering,Tab stops:Not at 1" astoyoties events, or seFVGesen,tion with any or all of the Rase Property. Section-t.Section 4. Governing Law:Jurisdiction. -- -- Formatted:Outline numbered+Level:1 +Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned 944.1 This Agreement shall be construed and interpreted in accordance with the laws of the State- at: 0"+Tab after: 0.5"+Indent at: 0" 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 does hereby,waive Formatted:Outline numbered+Level:2+Numbering its sovereign immunity from the jurisdiction of the United States District Court for the State of Arizona in any Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned action arising under this Agreement brought by or against the Community. The Community further agrees at: 0.5"+Tab after: 1"+Indent at: 0" 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 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: i.) the parties shall attempt to agree upon one M 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(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 -5- 4930-7001-9615 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 in the arbitration unless the decision of the arbitrator shall specify otherwise. Sen-tien- Section 5. Incorporation of Recitals. ' --------- Formatted:Outline numbered+Level:1 +Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned 5.1 All of the recitals set forth above are hereby incorporated into this Agreement by this at: 0"+Tab after: 0.5"+Indent at: 0" reference and made a part hereof. Formatted:Outline numbered+Level:2+Numbering SeGtiG^10.Section 6. Attorneys'Fees. Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned at: 0.5"+Tab after: 1"+Indent at: 0" 44046.1 If any action is brought to enforce this Agreement or to recover damages or equitable relief- Formatted:Outline numbered+Level:1 +Numbering for a breach of this Agreement,the prevailing party shall be entitled to recover costs and attorneys'fees Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned incurred in such action. at: 0"+Tab after: 0.5"+Indent at: 0" Bastian Section 7. Entire Agreement. Formatted:Outline numbered+Level:2+Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned 4- 7 1 There are no oral agreements between the Authority and the Community with respect to- at: 0.5"+Tab after: 1"+Indent at: 0" those matters and transactions that are the subject of this Agreement,and this Agreement supersedes and Formatted:Outline numbered+Level:1 +Numbering cancels any and all previous negotiations,arrangements,agreements and understands,written or oral,if Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned any,between the Authority and the Community with respect to those matters and transactions that are the at: 0"+Tab after: 0.5"+Indent at: 0" subject of this Agreement. Formatted:Outline numbered+Level:2+Numbering SeGtme,r-n 12.Section 8. Severability. Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned at: 0.5"+Tab after: 1"+Indent at: 0" , .,81 If any provision of this Agreement shall be determined to be void by a court of competent Formatted:Outline numbered+Level:1 +Numbering jurisdiction,then such determine shall not affect any other provision of this Agreement and all such other ` Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned provisions shall remain in force and effect. at: 0"+Tab after: 0.5"+Indent at: 0" Seetien 13 Section 9. Termination of Airport Authority. Formatted:Outline numbered+Level:2+Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned 4,349.1 This Second Amended and Restated Intergovernmental Agreement shall remain in full4. at: 0.5"+Tab after: 1"+Indent at: 0" force and effect unless modified or terminated by written agreement of a majority of the members of the Formatted:outline numbered+Level:1 +Numbering A+FpAFt—Authority. This Agreement shall also be deemed terminated should all parties hereto have Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned exercised their right to withdraw from the Airport uthority in accordance with Section 10 of the Second at: 0"+Tab after: 0.5"+Indent at: 0" Amended and Restated Joint Powers A+FpOFi-Authority Agreement. Formatted:Outline numbered+Level:2+Numbering '3.'9.2 Notwithstanding the right to withdraw set forth in Section 10 of the Second Amended and Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned Restated Joint Powers Airport Authority Agreement,each party hereto agrees to remain a member of the at: 0.5"+Tab after: 1"+Indent at: 0" Airport Authority and to be bound by this Intergovernmental Agreement for at least one year after the Effective Date. 43-39_3 Unless otherwise agreed to by a majority of the members of the AirpeFi-Authority,upon termination of this Agreement: 13319.3.1 If one (1) member agrees to assume ownership of the Airport Facilities and- Formatted:Outline numbered+Level:3+Numbering agrees to assume the financial obligations of all members,then the A+Fport uthority shall transfer title of Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned the Airport Facilities to such member. at: 1"+Tab after: 1.7"+Indent at: 0" -6- 4930-7001-9615 13-.3.29.3.2if 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. 43339.3.3if the State of Arizona refuses to assume ownership of the Airport Facilities, then the Airport Facilities shall revert to the United States of America. R_Pntonn 14 Section 10.Term. Formatted:Outline numbered+Level:1 +Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned 44.,10.1 This Second Amended and Restated Intergovernmental Agreement shall remain- , at: 0"+Tab after: 0.5"+Indent at: 0" 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 hereto. Formatted:Outline numbered+Level:2+Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned Sender 15 Section 11.Notices. at: 0.5"+Tab after: 1"+Indent at: 0" Formatted:Outline numbered+Level:1 +Numbering & 11.1 All notices or demands upon any party to this Agreement shall be in writing and- Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned shall be delivered in person or sent by mail as follows: \ at: 0"+Tab after: 0.5"+Indent at: 0" Town of Gilbert Formatted:Outline numbered+Level:2+Numbering 50 East Civic Center Drive Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned Gilbert,Arizona 85296 at: 0.5"+Tab after: 1"+Indent at: 0" Attention:Town Manager City of Mesa 55 Nerth GeRt r20 E.Main Street Rex 1466 Mesa,Arizona A52o�6685201 Attention:City Manager Town of Queen Creek 22350 South Ellsworth Road Queen Creek,Arizona 85242-0650 Attention:Town Administrator Gila River Indian Community Administrative Offices P.O.Box 97 Sacaton,Arizona 85247 Attention:Lieutenant Governor City of WaeeRkApache Junction 300 East Superstition Boulevard 3400 E. Sky Harbor Blvd. S_.-.0te 32-98 W o a4:Fw&2ache Junction,Arizona 650-34-440585119 Attention: A dA flon D4ron+nrcgy Manager Section 16.Section 12.Cancellation. Formatted:Outline numbered+Level:1 +Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned a 612.1 This Agreement may be canceled pursuant to Arizona Revised Statutes, Section at: 0"+Tab after: 0.5"+Indent at: 0" 38-511. Formatted:Outline numbered+Level:2+Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned at: 0.5"+Tab after: 1"+Indent at: 0" -7- 4930-7001-9615 Sec+o�o�io.,--.n''.Section 13.Approving Action. ' -- Style:1,2,3,Formatted:Outline numbered+Level:1 +Numbering ...+Start at:1 +Alignment:Left+Aligned 13.1 Copies of appropriate action by ordinance,resolution or otherwise authorizing thet., at: 0"+Tab after: 0.5"+Indent at: 0" respective parties to enter into this Agreement are attached hereto as Exhibit A. Formatted:Outline numbered+Level:2+Numbering seet;nn IQQ Fede.-ai n..ia+ion Ad., on.s+ra+m. n Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned at: 0.5"+Tab after: 1"+Indent at: 0" 181 The parties r e that r ntrihi itipns by Dhepn'x ,.,in be eb+ained frern Formatted:Legal5L1_1,None, No bullets or numbering,Don't keep with next,Don't keep lines Admen'stration. Nothing heFeiR requires Phoenix to E;E)ntribute funding Gontrary W the together Cerlerai n„iatinp n.+p,ipi�+ratio er..ies an.+ p Ge.+,gyres [Formatted:Lega5L2_1,None, No bullets or numbering,Tab stops:Not at 1" Formatted:Lega151-1_1,None, No bullets or numbering,Don't keep with next,Don't keep lines pie+,.,i+hs+andin,. aRY of the n n this n reerpen+ oheepi i n+, together ebl'gatien 'R GG—RAL-9GAG—A v.fith. this Agreement that will have priGrity GVer Or Formatted:Lega151-2_1,None, No bullets or riff,with a i hpnrl issued by Dheeniv numbering,Tab stops:Not at 1" Section-20.Section 14.Audit Records. Formatted:Outline numbered+Level:1 +Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned 29414.1 The parties, the Federal Aviation Administration, the Comptroller of the United- at: 0"+Tab after: 0.5"+Indent at: 0" States,or any duly authorized representative reserves the right,at reasonable times,to audit and/or copy the A+Fp Authority's books and records directly pertinent to this Agreement. Nothing herein requires the Formatted:Outline numbered+Level:2+Numbering AFFpert uthority to create or maintain any records that the A*peFt-Authority does not maintain in the Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned ordinary course of business or pursuant to a provision of law. at: 0.5"+Tab after: 1"+Indent at: 0" -8- 4930-7001-9615 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date set forth above. Attest: TOWN OF GILBERT By: By: Its Mayor Attest: CITY OF MESA By: By: Its Mayor Attest: TOWN OF QUEEN CREEK By: By: Its Mayor Attest: `A ILLI^,m^.;oMESAGATEWAYAIRPORT AUTHORITY, ' ^^"^'^'^'i r rnnratinn By: By: ItS Ch rrn;;nits Chairperson Attest: GILA RIVER INDIAN COMMUNITY By: By: Its Governor Attest: CITY OF Puns,�niiuAPACHE JUNCTION By: By: City Clerk its City Mana erlts Mayor -9- 4930-7001-9615 DETERMINATION OF LEGAL COUNSEL The foregoing Second Amended and Restated Intergovernmental 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 o, yQueen Creek Town Attorney Date Mesa Gateway Airport Authority Attorney Date Attem Junction City Attorney -10- 4930-7001-9615 Summary report: Litera Compare for Word 11.10.1.2 Document comparison done on 4/3/2025 4:05:41 PM Style name:Default Intelligent Table Comparison:Active Original DMS:nd://4930-7001-9615/l/ 4GAA-Second Amended and Restated IGA 2025 .docx Modified DMS:nd://4930-7001-9615/5/MGAA-Second Amended and Restated IGA 2025 .docx Changes: Add 95 Delete- 151 "gym 8 Move To 8 Table Insert 0 Table 0 Table moves to 0 Table moves--from 0 Embedded Graphics Visio,ChemDraw,Images etc. 0 Embedded Excel 0 Format changes 0 Total Changes: 262 SECOND AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT DO NOT REMOVE This is part of the official document 4921-1371-8303 MESA GATEWAY AIRPORT AUTHORITY SECOND AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT This Second Amended and Restated Joint Powers Airport Authority Agreement(the"Agreement") establishing and continuing the Phoenix NiesaMesa Gateway Airport Authority(the"Airport Authority'),is made and entered into as of_day of , 24142025, pursuant to Arizona Revised Statutes "A( R.S.")Section 28-8521, et seq., 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,a federally recognized Indian tribe("Community"),the City of Phoenix,an Arizona munieipal^ - tion(Theefii. !�,and the City of Apache Junction,an Arizona municipal corporation("Apache Junction")(collectively"Members" or"parties"and individually"Member"or"party'). 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.I+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 Gilbert, Mesa, and Queen Creek and recorded on May 19, 1994, as Instrument No.94-0400695,official records of Maricopa County,Arizona. 1.4 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. 1.5 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. 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,respectively. 1.5.2 Via 2009 Amendment,the legal name of the entity was changed to the Phoenix- Mesa Gateway Airport Authority. 1.5.3 Apache Junction also became a Member of the Airport Authority effective July 1,2013. 1.5.4 Phoenix withdrew from the Airport Authority effective June 30,2024. Formatted:Outline numbered+Level:3+Numbering Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned 1.5.5 The legal name of the Airport Authority was changed to Mesa Gateway Airport at: 1"+Tab after: 1.7"+Indent at: 0",Tab stops: 0.5", Authority effective as of December 17,2024. List tab -1 - 4921-1371-8303 Section 2 Formation of Airport Authority. 2.1 Upon approval and execution of this Agreement by all the parties, a joint powers airport authority called the D 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. 3.1 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 appointed 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 authority 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 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,by mail,by email,by text message, 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 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. 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 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 in 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. -2- 4921-1371-8303 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 Maricopa, 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 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 necessary to evidence and effectuate such withdrawal. Section 6 Recharacterization of Members'Loans to Airport Authority. 6.i The Ai.—pert A tith.rity has entered into,,loan, ee ent("Loan")and, or more - Formatted:Lega151-2_1,None, No bullets or pr-omissoi= ---,Re-.h Member. A list of all Member',,;I onns and Note.,;is RRae-11 numbering,Tab stops:Not at 1" 6-.26.1 -- Formatted:Outline numbered+Level:2+Numbering N4embers—loans—te the Airport A t thorny as follows. Effective July 1, 2014, the Members Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned deem eemed all of the Members'respective rp for loans as appropriations(or contributions)to the Airport at: 0.5"+Tab after: 1"+Indent at: 0" Authority in accordance with A.R.S.§28-8521(B)(4). The precise amount of each TMember's cumulative contributions (since becoming a Member of the Airport Authority) is set forth in Exhibit B, Effective 7»l y 1 2014,the TRo.,,bens also deem-the T o-ans-and Notes listed-in Vhxh bit A...peeHo.l 6-.36.2 Members shall continue to make annual appropriations to the Airport Authority as required in this Agreement,particularly Section 9. 6-46.3 Notwithstanding anything to the contrary in this Section 6,each Member shall exercise its voting rights(related to the administration and management of the Airport Authority)in accordance with Section 8. 6-.56.4 Each Member agrees that should said Member withdraw from the Airport Authority pursuant to Section 10,effective upon such withdrawal,all rights and interests of said Member in the Airport Authority shall also terminate. Each Member also agrees to execute upon withdrawal any and all documents necessary to evidence and effectuate such withdrawal. -3- 4921-1371-8303 Section 7 Powers of the gkeeffix—Ale"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 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. Section 8 Votinq 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 terms and conditions apply. 8.1.1 Subject to Section 8.1.2,each member of the Board of Directors is entitled to cast a weighted vote equal to that Member's cumulative appropriations to the Airport Authority as a percentage of the total appropriations made by all current Members to the Airport Authority since 1993 when the initial Intergovernmental Agreement Group was formed. For purposes of this Section 8.1.1,and in accordance with Section IV(4)(d) of the Memorandum of Understanding (MOU) (effective March 21, 2011) among the Airport Authority, City of Mesa, and Able Engineering and Components, Inc., Mesa's cumulative contributions to the Airport Authority include the City Rent(as defined in the MOU)paid by Mesa to the Airport Authority to service the debt on the Airport Authority's Series 2012 Bond Issue in the amount of$19,220,000(to finance the FAA-certified maintenance,repair,and overhaul facility subleased to others). 8.1.2 The percentage calculated under Section 8.1.1 is then adjusted so that no Member's vote will exceed 50%of the total weighted votes. If any Member's percentage as calculated exceeds 50%,then the excess percentage(over 50%)is allocated proportionally to the remaining Members -4- 4921-1371-8303 so that the weighted vote of all Members combined equals 100%(or 100 votes). Under this formula,the weighted votes for all Members as of July 1,2494-42024 are: Member Votes City of Mesa -050.00 City of Phoenix 24 Gila River Indian Community 4-322,23 Town of Gilbert 4-218.90 Town of Queen Creek 35.61 Apache Junction 4-3.26 8.1.3 All matters on which a weighted vote is taken must be decided by a simple majority of all Members'weighted votes,not just the weighted votes represented at the meeting. 8.2 Beginning in Fise 1 vo.,..201 c 1 6 +he he number of weighted votes of each Member will be adjusted annually before the start of each Fiscal Year based on the Airport Authority's adopted operating budget for the Fiscal Year. 8.3 If a Member withdraws from the Airport Authority, the weighted votes of remaining Members must be recalculated at the beginning of the next fiscal year. In recalculating the weighted votes, all appropriations of the withdrawing Member will be disregarded. 8.4 No Member may invoke weighted voting for matters related to 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 Operatina Budaet. 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 ATT4Lune 1 of each fiscal year, recommend to the Members of the Airport Authority an annual operating 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 operating 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. 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 operating 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 operating budget. The governing bodies of the Members shall approve amendments to the operating budget or withdraw from the Airport Authority pursuant to Section 10. -5- 4921-1371-8303 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(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 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 sixty (60) 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 rate annual budget contribution for the current fiscal year and its pro rate share of any outstanding obligations to which the withdrawing Member has obligated itself. Any obligations of the withdrawing Member to the Airport Authority 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 instruments as the Members may deem necessary or advisable to effect the admission of such city, town, or county as an additional Member, including (without limitation)the written acceptance and adoption by such city,town, county or American Indian Community 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 waived all notice and procedural requirements in this Agreement for admission of Apache Junction when it became 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 Maricopa 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. -6- 4921-1371-8303 13.2 Notwithstanding the right to withdraw set forth in Section 10,each party hereto agrees to remain a Member of the Airport Authority and to be bound by this Agreement until the end of the current fiscal year. 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. Section 14 Annual Report to Legislature. Tkelf invited, 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. 15.1 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 jurisdiction for causes of action arising under this Agreement is the United States District Court for the District of Arizona. 15.2 Sovereign Immunity. The Community expressly and irrevocably waives its sovereign immunity from suit solely for the limited purpose of allowing the Airport Authority to commence arbitration proceedings and enforce arbitration decisions or awards that involve a dispute or claim arising out of this Agreement. This limited waiver of sovereign immunity does not extend to any person or entity other than the Airport Authority. Except as provided in Section 15.2.1 through Section 15.2.6, nothing in this Agreement,or in the Commercial Arbitration Rules of the American Arbitration Association("AAA")(referred to below),or in any related agreement,exhibit,document or undertaking, shall be construed as waiving, qualifying,diminishing,impairing or otherwise adversely affecting the sovereign immunity of the Community or any of its entities,enterprises,affiliates or subdivisions. Further,except as specified in Section 15.2.1 through Section 15.2.6,and unless explicitly stated within this Agreement,nothing in this Agreement,or in the AAA rules, or in any related agreement, exhibit, document or undertaking, shall be construed as a waiver of such sovereign immunity or as consent or agreement by the Community to the jurisdiction of any governmental authority,or any state or municipal court. 15.2.1 Mediation. Any dispute that may arise under this Agreement shall be submitted to a mediator agreed to by both parties as soon as practicable after the dispute arises,but in any event prior to the commencement of arbitration. The mediator's fees and expenses shal I be shared equally by the parties,who agree to exercise their best efforts in good faith to resolve all disputes in mediation. Mediation will begin on the date one party sends written notice to the other requesting mediation and presenting in the notice the matter to be mediated. The mediation will conclude when both parties sign an agreement that resolves the subject of the mediation. If no agreement is reached within sixty(60)calendar days after the date of the original written notice,the mediation will be considered unsuccessful,and either party may invoke its arbitration rights under this Agreement. -7- 4921-1371-8303 15.2.2 Binding Arbitration. Any claim or dispute arising under this Agreement between the Airport Authority and the Community("dispute" or"disputes"), including, without limitation, whether a dispute is subject to arbitration,not resolved by negotiation between the parties,shall be resolved through binding arbitration conducted in Maricopa County,Arizona as provided in this Section 15. Either party may initiate the arbitration by giving written demand for arbitration to the other party in accordance with the notice provisions of this Agreement, setting forth the nature of the claim or dispute,the amount involved,if any,and the remedy sought. 15.2.3 Conduct of Arbitration. The arbitration shall be subject to Public Law No. 107-159(116 Stat.122(2002))and shall be conducted in accordance with the then-current AAA rules(but not under the administration of the AAA)except as otherwise provided in this Section 15. A single arbitrator shall be selected by agreement of both parties. If the parties cannot agree upon a single arbitrator within 30 days of receipt of a written demand for arbitration,either party may submit a request to the federal district court for an appointment of an arbitrator. No arbitrator shall have or previously have had any significant relationship with any of the parties hereto. The single arbitrator shall be knowledgeable in the subject matter of the dispute. The arbitration decision shall be rendered within 45 days after the arbitration hearing or the time period,if any,required by the AAA rules,whichever is sooner. The award of the arbitrator shall be supported by written findings of fact,conclusions of law,and a calculation of how damages, if any,were determined. The arbitrator also may grant provisional or ancillary remedies (e.g.,the appointment of a receiver, injunctive relief, etc.)either during the pendency of the arbitration proceeding or as part of an arbitration award. Upon written request and after notice to the other party,the arbitrator may modify the applicable arbitration rules in the interests of justice. The award of the arbitrator shall be final and binding upon the parties,including any party refusing to submit to arbitration under this Section 15,and a judgment thereon may be entered in the United States District Court, District of Arizona as provided by Public Law 107-159. Any refusal to submit to arbitration hereunder,any exercise of a right under the Federal Arbitration Act(9 USC§1,et seq.),which shall apply to the construction and interpretation of this Section 15,or any enforcement of an award rendered in the arbitration shall be in and subject to the jurisdiction of the United States District Court,District of Arizona. 15.2.4 In deciding any matter submitted to arbitration pursuant to this Section 15, federal law shall apply. If there is no applicable federal law,the arbitrator shall be guided by the laws of the State of Arizona. The statute of limitations, estoppel, waiver, (aches and similar doctrines that would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding. 15.2.5 Discovery. The parties may conduct discovery in advance of the arbitration hearing in accordance with the AAA rules. Based on the nature and amount of the dispute,the arbitrator may establish a discovery schedule or discovery cutoff date or may limit discovery. 15.2.6 Costs of Arbitration and Attorney's Fees. Each party shall bear its own attorney's fees and expenses. The fees and all other expenses of the arbitrator,witness fees,and other reasonable fees and costs,other than attorney's fees and expenses,incurred by the prevailing party shall be assessed against the non-prevailing party by the arbitrator and included in any award or decision. Section 16 Amendments. This Agreement may be amended only by an instrument in writing approved and signed by all of the Members. 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. -8- 4921-1371-8303 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 20 E.Main Street Mesa,Arizona 85201 Attention:City Manager Town of Queen Creek 22358 South Ellsworth Road Queen Creek,Arizona 85142 Attention:Town Manager Gila River Indian Community Administrative Offices P.O.Box 97 Sacaton,Arizona 85147 Attention:Lieutenant Governor City e€pkeerrrx 3400 E.Sky Harbor Bled.,Saite 3300 Phoenix,Arizona 9503 4 City of Apache Junction 300 E.Superstition Blvd. Apache Junction,AZ 85119 Attention:City Manager 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 A.R.S.Section 38-511. -9- 4921-1371-8303 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 EB. 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. DepaFtment. Those eontribetions are s*eet to f eview by the Feder-a!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. -10- 4921-1371-8303 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 To',�,:„ ;:isScottAnderson.Mayor Attest: CITY OF MESA By: By: City Clerk john GilesMark Freeman,Mayor Attest: TOWN OF QUEEN CREEK By: By: Town Clerk r'^i1y,Julia Wheatley.Mayor Attest: GILA RIVER INDIAN COMMUNITY By: By: r_,.egefy N4en ez r..o.- of!Stephen Roe Lewis,Governor Attest: CITY OF P140 JN! City Cie Ed Atereher-,City NUnage Attest: CITY OF APACHE JUNCTION By: By: City Clerk '^h, aeo,Walter Wilson,Mayor -11 - 4921-1371-8303 DETERMINATION OF LEGAL COUNSEL The —am-end—ed ^~a restate Second 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 parry. Date Gila River Indian Community Attorney Date Gilbert Town Attorney Date Mesa City Attorney e Date Queen Creek Town Attorney Date Apache Junction City Attorney -12- 4921-1371-8303 i Exhibit A List of Phoenix Alesa Gateway Airport Authot.4y=A'%lee—mbheer—s2'�Ilo ns and Notess Alember Ageney Date of Loan Agreemen Date of Latest Promissory Note City of Mes r..i..77 i o0o r...,o 30 2ni n City of et3t3F r-I+ne 30,2 nn Rive-r.,a:.,.,r,.m.,,uni , Ame c-o,c r.,o 30 n Ally 20, 1995} r.m � City of Apaehe Wiie-tion jUI5, 19,2013 r..n4 Exhibit B Phoenix A Mesa Gateway Airport Authority Members'Cumulative Contributions (Principal and inter es 'from i,,,.eption of A4,,,,,►.,.rship tl,,..,ugh Tune 30 2n1 c)as of December 10,2024 Member Agency C*HI7- C-U�- Deleted Cells priffe� hAffese Curn.Cumulatiye Total Deleted Cells F City of Mesa mc�= $22,ID�007 $ ^ 06 ' ,"'�- -,35,^'n103, 66,7 406 Gity of Phoenix 16,700,00 c^inn 0 Gila River Indian Community v 44�ccn 4 i i 995 394L 159, 550 Deleted Cells Town of Gilbert 7,4 4,250 2,n^�4 10,8�;,504$11,199. 550 Deleted Cells Town of Queen Creek 2,075,070 65�7196 2,''n,2,26$3,310,070 City of Apache Junction "0-1000 �900 675,909$1.895. 000 Total QQ^�9 $31�643,470 $120�46133,320. 76 276 Rounded G nvare'st dollar. C.......n..ti e,intefest is.d.,.wn twretigh rune zn 20 c Exhibit RA-1 4921-1371-8303 Exhibit CB [Ordinance,Resolution or Minutes Approving Second Amended and Restated JPAAAgreement] (Attached) Exhibit GB-1 4921-1371-8303 P'eaMesa Gateway Airport RESOLUTION NO.14-67 auther-it�-, formed ptir-suant to Arizona Revised Statutes § 28 8521 et seq. ovvns md epeFate -Meenix TAeaa Gate...a.. A;rpoFt("A;rpoFt"). anA WHEREAS,the Airpet4 Autherity deems it appropriate to eall for its Members to amend the joint evethen..te♦ e Loan n Ca«nellatie« Agreeme«4s with earl.o f♦l,e Member Ageneiea• NOW,THEREFORE,BE lT-RESOLAIED 1.y the BF-iar.7 .,f Thrent,.ra .,FPI..,e..;., TAeaa rlate...a.. The Phoenix Mesa Gateway Airport Authority Board of Directors heFeby meemmends to its Member-s that they exeeute the Amended and Restated joint Powers Airport Authority Agreement/TPA A A l7 attaehe.l hereto as Exhibit A, and ineffpeated as if fully fOFth hemin. This Resolution also authorizes the Exeeutiye Tireetor-to r ehar..eterize Member-Contributions from loans to a ..latiye a ..dapsf and to a m 7.. !`e a n aneellatian Agreement Passed and adopted by the Phoenix Mesa Gateway Airpoi4 Authority this 21st day of Oeteber 2014. ATTEST APPROVED AS TO FORM ATTORNEY Exhibit EI3-2 4921-1371-8303 Exhibit EB-3 4921-1371-8303 Summary report: Litera Compare for Word 11.10.1.2 Document comparison done on 4/3/2025 4:03:33 PM Style name:Default Intelligent Table Comparison:Active Original DMS:nd://4921-1371-8303/l/ 4GAA-Second Amended and Restated JPAAAgreement 2025 .docx Modified DMS:nd://4921-1371-8303/6/MGAA-Second Amended and Restated JPAAA reement 2025 .docx Changes: Add 60 Delete- 78 "gym 3 Move To 3 Table Insert 0 Table Delete 20 Table moves to 0 Table moves--from 0 Embedded Graphics Visio,ChemDraw,Images etc. 0 Embedded Excel 0 Format changes 0 Total Changes: 164 PHOEENiv_nn cc n MESA GATEWAY AIRPORT AUTHORITY BYLAWS Adopted September 28,1995 Revised June 2007;[MONTHI 2025 Section 1 Composition of Board of Directors and Officers. 1.1 Directors and alternates. The Board of Directors("Board")shall consist of one representative from each member of the Dh^o.,'r�rvc x-w.o-^Ao-^^esaMesa Gateway Airport Authority("Authority"). The governing body of each Authority member shall select its representative to the Board,which representative shall act with the authority of the appointing Authority member,as well as at least one alternate representative to act with the authority of the Authority member in the absence of the representative. Notice of such appointments and any subsequent replacement appointments shall be delivered in writing to the other members of the Authority. In the absence of an Authority member's representative or alternate representative at a Board meeting,any member of the Authority member's governing body attending a Board meeting is presumed to act with the authority of the Authority member. 1.2 Officers. The Board shall annually choose from its Directors,at the Board meeting immediately following the start of each fiscal year,a Chairman,a Vice Chairman,a Secretary,and a Treasurer,each of whom shall serve at the pleasure of the Board. The Board 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 and who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. In particular,the Board shall appoint a Clerk of the Board. 1.2.1 Chairman. The Chairman shall preside at and set the agenda for all meetings of the Board,shall authorize meeting notices to be issued by the Executive Director as required by Section 3.2 herein,present to the Arizona legislature an annual report of the activities of the Authority, and represent the interests of the Board when it is not in session. 1.2.2 Vice Chairman. The Vice Chairman shall perform all duties as may be assigned to him or her by the Board. In the case of the death,disability or absence of the Chairman,the Vice Chairman shall perform and be vested with all of the duties and powers of the Chairman. 1.2.3 Secretary. The Secretary shall review and sign the minutes of meetings of the Board and perform such other duties as may be required by the Board. 1.2.4 Treasurer. The Treasurer shall be familiar with the financial affairs of the Authority. The financial records will be in the custody of the Executive Director and all records will be maintained at the corporate office of the Authority. 1.3 Appointment of Committees and Advisory Councils. The Board may establish such Committees as the Board may from time to time find necessary,which shall consist of less than a quorum of Directors. The Board also may establish Advisory Councils,which may consist of one or more Directors,the Executive Director,Authority staff,or such other persons as the Board may designate,and which shall act in an advisory capacity to the Board. Section 2 Compensation and Indemnification of Directors. 2.1 Compensation. The Directors shall not receive any salary or compensation for their services,but may be reimbursed for their actual expenses paid or obligated to be paid in connection with service rendered solely for the benefit of the Authority,if such expenses are submitted to the Board for reimbursement. -1 - 4929-7377-6415 2.2 Indemnification and Advancement of Costs. The Authority may indemnify and agree to save harmless the Directors and the Executive Director any of whom were or are in the future a party or are threatened to be made a party to any threatened,pending or completed action,suit or proceeding, whether civil,criminal,administrative or investigative,by reason of the fact that such person is or was a Director or Executive Director or is or was serving at the request of the Authority,from any damages, costs,expenses,attorney fees,fines,judgments,claims and amounts paid in settlement,actually and reasonably incurred. The Authority may also advance fees and costs associated with any such threatened or pending suit or proceeding. Section 3 Meetings of the Board of Directors. 3.1 Monthly meetings. The Board shall meet monthly at the time,date and place established by the Board,provided however that the Board may cancel or reschedule any monthly meeting. All meetings of the Board shall be conducted in accordance with the Open Meeting Law,Arizona Revised Statutes,Section 38-431 et seq. 3.2 Notice and Agendas. Public notice and an agenda of all meetings of the Board shall be posted by the respective Clerk of each member of the Authority at the official posting location of such jurisdiction in compliance with the Open Meeting Law. A meeting agenda may be amended after posting, so long as the amended agenda is posted at least 24 hours prior to the meeting. 3.3 Telephonic Attendance and Meetings. A Director may attend a Board meeting via 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 Open Meeting Law. 3.4 Special Meetings. Special meetings of the Board may be called by the Chairman or a majority of the total number of Board members on no less than 24 hours'notice to each Director,either personally or by mail or by facsimile or by telephone,so long as such special meeting is conducted in accordance with the provisions of the Open Meeting Law. 3.5 Emergency Meetings. Nothing herein shall prohibit the holding of an emergency session on less than 24 hours'notice in accordance with the provisions of the Open Meeting Law. 3.6 Quorum. A majority of the membership of the Board shall constitute a quorum. A quorum shall be necessary to conduct the business of the Board. If a quorum is not present at any meeting of the Board,the Directors present at the meeting may recess the meeting from time to time, without notice other than announcement at the meeting,until a quorum is present. 3.7 Conduct of Meetings. The conduct of all Board meetings shall be governed by Robert's Rules of Order,unless waived by the Chairman. 3.8 Voting. 3.8.1 Each member of the Board is entitled to one vote,and,except as provided in Sections 3.4 and 6,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: 3.8.1.1 For PosGaj Years 2 7 through 2011, eaGh member of the - Formatted:Lega151-4_1,None, No bullets or Reord of niree+ers i,er,+i+lerl+e a weighted.,e+e equal+e+ho+m r„hor's numbering,Tab stops:Not at 1"+ 17'+ 2.2" een+rihi lion to the loeol chore of the of budget expressed a a PeFGentage of the+et-A.1 of chore of the on+;-;nnual budget. �Tini+ial weighted +e�� eie�ic-m-v-vc� nereen+ooes shall heeeme effen+iVe i n the orlon+inn of+he initial h,-dge+• -2- 4929-7377-6415 3-.8.1-23.8.1.1 c^"R"'^ I ye"""2012 and heyend, ^ach member of the Formatted:Outline numbered+Level:4+Numbering Board of Directors is entitled to a weighted vote equal to that member's cumulative investment as Style:1,2,3,...+Start at:1 +Alignment:Left+Aligned a percentage of the total investment made by all current members beginning in 1993 when the at: 1.5"+Tab after: 2.2"+Indent at: 0.5" initial Intergovernmental Agreement GF roug was formed. 3.8:1.33.8.1.2 A twe thordssimple majority is required for a motion to carry. 3.8.2 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 of members. Section 4 Duties of Board. 4.1 General Duties. The Board shall be the governing body of the Authority. 4.2 Specific Duties. The Board's duties include the following: 4.2.1 Select the Executive Director; 4.2.2 Approve leases and lease cancellations; 4.2.3 Approve procurement policy and periodic updates to the procurement policy; 4.2.4 Approve contracts and purchases in accordance with the procurement policy; 4.2.5 Approve emple"ee hiring and personnel policy and periodic updates to the employee hiring and personnel policy; 4.2.6 Approve marketing plan and periodic updates to marketing plan, 4.2.7 Approve annual budget for recommendation to the Authority members; 4.2.8 Approve airport rules and regulations and airport minimum standards. Section 5 Duties of the Executive Director. 5.1 General Duties. The Executive Director shall be the Chief Executive Officer of the Authority and shall serve at the pleasure of the Board. During recess of the Board,the Executive Director shall work closely with the Chairman to ensure that the business and affairs of the Authority are conducted within the framework of Board-approved objectives and policies. 5.2 Specific Duties. The Executive Director's duties shall include the following: 5.2.1 Approve contracts and purchases in accordance with the procurement policy; 5.2.2 Negotiate leases and recommend approval and cancellation of leases to Board; 5.2.3 Hire,terminate,and supervise Authority staff; 5.2.4 Prepare and periodically update procurement policy; 5.2.5 Prepare and periodically update employee hiring and personnel policy; -3- 4929-7377-6415 5.2.6 Prepare and periodically update marketing plan; 5.2.7 Contract for and oversee annual audit; 5.2.8 Prepare annual budget; 5.2.9 Prepare agendas and meeting notices for Board Meetings;and 5.2.10 Prepar4lf requested,prepare an annual written report for submittal to the Arizona legislature. 5.2.11 Prepare airport rules and regulations and airport minimum standards. 5.2.12 Establish policies and procedures for the safe,secure,efficient,and orderly operation of the airport. 5.2.13 Prepare any required statutory or informational reports. Section 6 Amendment of Bylaws. Any of these Bylaws may be altered,amended,or repealed by majority vote of the total number of Board members,rather than a quorum of those present,at any regular or special meeting of the Board. -4- 4929-7377-6415 Summary report: Litera Compare for Word 11.10.1.2 Document comparison done on 4/3/2025 4:13:05 PM Style name:Default Intelligent Table Comparison:Active Original DMS:nd://4929-7377-6415/1/MGAA-Bylaws 2025 .docx Modified DMS:nd://4929-7377-6415/4/MGAA-Bylaws 2025 .docx Changes: Add 8 Delete- 11 Move From 0 Move To 0 Table Insert 0 T..lz--avn�ciete 0 Table moves to 0 T..l.l.. .,a.,...... 0 Embedded Graphics Visio,ChemDraw,Images etc. 0 Embedded Excel 0 Format changes 0 Total Changes: 19 .57)1 £ 1 CITY COUNCIL MEETING ROLL CALL DatE_ ICI I PS �"L20 l zs Work Study Regular Special S.-- E:1:2 S1.01 E:'I%s S:T0kgrE-.7;(J0 CITY COUNCIL: Present Ab/excu Present Ab/excu Present Ab/excu MAYOR WILSON VICE MAYOR SCHROEDER COUNCILMEMBER CROSS ✓ V COUNCILMEMBER HECK f COUNCILMEMBER JOHNSON COUNCILMEMBER NESSER COUNCILMEMBER SOLLER TOTAL CITY STAFF: Present Ab/excu Present Ab/excu Present Ab/excu City Manager Bryant Powell V,1 ✓ �/ Assistant City Manager Matt Busby ✓ �/ Econ Director Ryan Kaup ✓ ✓ Mrkt Comm Director Kayla Fulmer Management Analyst Rob Wisler f ✓ Management Analyst Eli Richardson f City Clerk Evie McKinney ✓ Deputy City Clerk Amy Greening f City Attorney Joel Stern ✓ Public Safety Director Michael Pooley Public Safety Assistant Johnny John Dev Services Director Rudy Esquivias ✓ ✓ Dev Sery Deputy Dir Sidney Urias ✓ ✓ Building&Safety Mgr Adrian Alegria Senior Planner Kelsey Schattnik Planner Erica Hernandez Planner Nick Leftwich P/ Water District Director Mike Loggins PW Director Ted Wolff City Engineer Emile Schmid PW Project Engineer Raquel Schatz Municipal Judge Thomas McDermott Finance Director Angelie Hawley Library Director Pam Harrison Park& Rec Director Liz Langenbach ✓ HR Director Anna McCray IT Director Doug Wirthgen \C mpllat s.& Forms\Roll Call - City Council -Attendance.docx