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HomeMy WebLinkAboutRES 13-25RESOLUTION NO. 13-25 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO.1 TO THE PHOENIX -MESA GATEWAY AIRPORT AUTHORITY AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT,THE PHOENIX -MESA GATEWAY AIRPORT AUTHORITY AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT AND THE PHOENIX -MESA GATEWAY AIRPORT AUTHORITY AND CITY OF APACHE JUNCTION LOAN AGREEMENT; AND AUTHORIZING CITY STAFF TO IMPLEMENT ALL NECESSARY ACTIONS TO FULFILL THE AGREEMENT OBLIGATIONS. WHEREAS,the United States government announced its intent to close Williams Air Force Base ("Williams")located at Power and Williamsfield Roads, Mesa, Arizona, as an operating location of the United States Air Force no later than September 30, 1993; and WHEREAS, Williams 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 passenger and cargo airport; and WHEREAS,pursuant to this interest,on or about August 7, 1992,these public entities entered into two intergovernmental agreements setting forth the purpose and goal statement for the reuse of Williams and a transitional management plan, operating agreement and ownership structure of the facility,both agreements being effective from September 1,1992 through September 30, 1993; and WHEREAS,during the pre -base closure transitional time period,the City of Apache Junction decided not to further participate in this public partnership; and WHEREAS,the original Joint Powers Airport Authority Agreement ("JPAAA")was created and entered into as of May 19, RESOLUTION NO. 13-25 PAGE 1 OF 3 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 Phoenix -Mesa Gateway Airport Authority (the "Authority"); and WHEREAS, the City of Apache Junction now desires to become a meaningful proprietor and member of the airport authority along with the other members; and WHEREAS,the Authority desires to amend and restate the agreement to include Apache Junction as a member of the Airport Authority; and WHEREAS, Apache Junction's inclusion in the Authority will provide another financial partner to help develop the airport facilities; and WHEREAS,Apache Junction's inclusion will also assist the City in being aware of airport operations and directives,and will also allow the City to have a voice in how aviation operations will be handled which affect the economic vitality of the community; and WHEREAS,the City of Apache Junction,pursuant to the authorizing documents, shall be responsible to pay an annual fee of $130,000, with a onetime $400,000 facilities contribution, all of which amounts are considered a repayable loan over the life of the Authority. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AS FOLLOWS: SECTION I:The Mayor is authorized to execute the Phoenix- Mesa Gateway Airport Authority Amended and Restated Joint Powers Airport Authority Agreement, Amendment No. 1 to the Phoenix -Mesa Gateway Airport Authority Amended and Restated Intergovernmental Agreement and the Phoenix -Mesa Gateway Airport Authority and City RESOLUTION NO. 13-25 PAGE 2 OF 3 of Apache Junction Loan Agreement, as set forth in Attachments A, B and C. SECTION II:City staff is authorized to take any and all necessary steps to effectuate the purpose, intent and obligations of the partnering agreements referenced herein and to pay any and all amounts due under the terms of the loan agreement. APPROVED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS 18TH DAY OF JUNE 2013. SIGNED AND ATTESTED TO THIS 18TH DAY OF JUNE 2013. S.-INSALACO Mayor ATTEST: KATHLEEN CONNELLY City Clerk APPROVED AS TO FORM: 1C 4 6 -P 7 / 3 R. JOEL STERN City Attorney RESOLUTION NO. 13-25 PAGE 3 OF 3 PHOENIX -MESA GATEWAY AIRPORT AUTHORITY AMENDED AND RESTATED JOINT POWERS AIRPORT AUTHORITY AGREEMENT This Amended and Restated Joint Powers Airport Authority Agreement (the "Agreement") establishing and continuing the Phoenix -Mesa Gateway Airport Authority (the "Airport Authority"), is made and entered into as of day of , 2013, pursuant to Arizona Revised Statutes Section 28-8521, 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 ("Community"),a ,the City of Phoenix,an Arizona municipal corporation ("Phoenix"), and the City of Apache Junction, an Arizona municipal corporation ("Apache Junction") (collectively and individually, "Members" or "Member"). The parties to this Agreement agree as follows: Section 1 Recitals. 1.1.The United States closed Williams Air Force Base ("Williams")as an operating location of the United States Air Force ("USAF"). 1.2 Williams had existing aviation facilities that are suited to be operated and developed as an airport facility pursuant to the joint powers airport authority powers found in Arizona Revised Statutes ("A.R. S.") Section 28-8521,et seq. 1.3 The original joint powers airport authority agreement was made and entered into as of 19th day of May, 1994, by and among the Gilbert, Mesa, and Queen Creek and recorded on May 19,1994, as Instrument No. 94-0400695, official records of Maricopa County, Arizona. 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. CAS:alcr 1947685.6 6/11/2013 1 1.5.2 Via 2009 Amendment, the legal name of the entity was changed to the Phoenix -Mesa Gateway Airport Authority. 1.6 Apache Junction desires to become a Member of the Airport Authority. 1.7 The parties agree, pursuant to the adoption of this Agreement, that Apache Junction shall be a Member of the Airport Authority, effective as of July 1, 2013. Section 2 Formation of Authority. 2.1.Upon approval and execution of this Agreement by all the parties,a joint powers airport authority called the Phoenix -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 or by mail or by facsimile or by telephone.Notice of meetings of the Board shall be provided and meetings shall be conducted in accordance with the Arizona open meeting law, A.R.S. Section 38-431,et seq.Nothing herein shall prohibit the holding of an emergency session on less than 24 -hours' notice 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 CAS:akr 1947685.6 6/11/2013 2 any meeting of the Board of Directors, the remaining Directors present at the meeting may recess the meeting from time to time,without notice other than an announcement at the meeting, until a quorum shall be present. 3.6 The Board of Directors shall annually choose from its Directors a Chairman, a Vice Chairman and a Secretary, each of whom shall serve at the pleasure of the Board of Directors. The Board of Directors at any time may appoint such other officers and agents as it shall deem necessary who shall hold their offices at the pleasure of the Board of Directors and who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. 3.7 The Chairman, or 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. 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 Auport 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. CAS:akr 1947685.6 6/11/2013 3 Section 6 Repayment of Funds Advanced by Members of the Airport Authority. 6.1.The Airport Authority recognizes that payments previously made by Members of the Airport Authority shall be considered loans and shall be reimbursed to such Members by the Airport Authority at such time as the Airport Authority's Board of Directors deems appropriate.In addition, the Airport Authority recognizes that any future payments made to the Airport Authority by the Members shall be considered loans and shall be reimbursed to the Members by the Airport Authority at such time as the Airport Authority's Board of Directors deems appropriate. Section 7 Powers of the Phoenix -Mesa Gateway Airport Authority. The Phoenix -Mesa Gateway Airport Authority,acting through the Board of Directors, may: 7.1 Own,operate,and maintain property and facilities related to aviation,air navigation, and aerospace. 7.2 Own and lease property and facilities that are not related to aviation,air navigation, and aerospace. 7.3 Prescribe user fees and charges. 7.4 Operate facilities and construct improvements. 7.5 If authorized by the Members, exercise the right of eminent domain in the names of the Members. 7.6 Engage employees and consultants. 7.7 Enter into contracts, leases, and development agreements. 7.8 Enter into agreements with the State of Arizona, any political subdivision of the State, or the federal government. 7.9 Prepare and receive annual operating budgets. 7.10 Borrow money and issue revenue bonds,and issue other financial obligations incurred for the purposes of this Section and authorized under A.R.S. Section 28-8521,et seq. 7.11 Sue and be sued. 7.12 Exercise incidental powers as may be necessary to the exercise of the powers prescribed in this Section and under A.R.S.Sections 28-8527 and 28-8529, and to implement the responsibilities, goals, and purpose of the Airport Authority. CAS:akr 1947685.6 6/11/2013 4 Section 8 Voting Rights. 8.1 Each Member of the Board of Directors is entitled to one vote, and a motion will carry if supported by a majority of the quorum unless a Member requests that a weighted vote be taken.If a weighted vote is requested, then the following shall apply: 8.1.1 Each Member of the Board of Directors is entitled to a weighted vote equal to that Member's cumulative investment as a percentage of the total investment made by all current Members beginning in 1993 when the initial Intergovernmental Agreement Group was formed. 8.1.2 If any Member's weighted vote calculated under this Section 8 exceeds 50%, then the weighted vote for that Member shall be deemed equal to the sum of the weighted vote of all the other Members combined. In the event of such a weighted vote calculation, each Member's weighted vote shall be proportionately adjusted in order to provide that the weighted vote of all Members equals 100% combined. 8.1.2.1 By way of example and not limitation, if a Member's weighted vote is calculated at 68% under Section 8.1.1, that Member's weighted vote would then be deemed to be 50%, with the remaining Members holding a proportionate share of the remaining 50% of the total weighted vote. 8.1.3 A two-thirds majority is required for a motion to carry. 8.2.Weighted voting may not be invoked for votes being taken regarding modifications to the approved airport layout plan and airport master plan, or for adjustments to the percentage contributions or the amounts of each Member contribution to the annual budget. Section 9 Operating Budget. 9.1 The fiscal year of the Airport Authority shall run from July 1 to June 30. 9.2 The Board of Directors shall, by April 1 of each fiscal year, recommend to the Members of the Airport Authority an annual 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. CAS:alcr 1947685.6 6/11/2013 5 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. 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 thirty (30) days prior to the withdrawal deadline. The withdrawal deadline shall be February 28 of each fiscal year. 10.3 The withdrawing Member shall pay its pro rata annual budget allocation for the current fiscal year and its pro rata share of any outstanding obligations to which the withdrawing Member has obligated itself.Any obligations of the withdrawing Member shall remain outstanding until fully paid and satisfied. Section 11 Admission To Airport Authority. 11.1.A city, town,county or American Indian Community 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. CAS:akr 1947685.6 6/11/2013 6 11.3 The parties acknowledge that Gilbert,Mesa,and Queen Creek waived all notice and procedural requirements for admission of the Community when it became a Member of the Airport Authority, effective July 1, 1995. 11.4 The parties hereby waive all notice and procedural requirements in this Agreement for admission that may apply to the admission of Apache Junction when it becomes a Member effective July 1, 2013. Section 12 Effective Date. 12.1.This Agreement shall become effective (the "Effective Date") on the later of its filing with the Arizona Secretary of State and the 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. 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 for at least one year after the Effective Date. 13.3 Unless otherwise agreed to by a majority of the Members of the Airport Authority, upon termination of this Agreement: 13.3.1 If one Member agrees to assume ownership of the Airport Facilities and agrees to assume the financial obligations of all Members,then the Airport Authority shall transfer title of the Airport Facilities to such Member. 13.3.2 If no Member agrees to assume ownership of the Airport Facilities and the financial obligations of all Members,and if the State of Arizona agrees to assume such ownership and financial obligations,then the Airport Facilities shall be transferred to the State of Arizona. 13.3.3 If the State of Arizona refuses to assume ownership of the Airport Facilities, then the Airport Facilities shall revert to the United States of America. Section 14 Annual Report to Legislature. The Chairperson of the Board of Directors of the Airport Authority shall annually present a report of the activities of the Airport Authority to the State House of Representatives, Ways and Means Committee, and the State Senate Finance Committee. CAS:alcr 1947685.6 6/11/2013 7 Section 15 Governing Law. This Agreement and the obligations of the Members hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Arizona.The court with the original 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 court or any court or entity having appellate jurisdiction over any such court in any such action.The Community waives its sovereign immunity to the enforcement of any such final judgment against it without limitation.The Community hereby designates the Community's Governor as the appropriate party for the purposes of service of process.If the United States District Court for the State of Arizona fmds that it does not have jurisdiction 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 arbitrator with expertise on the subject matter of the dispute; ii.)if the parties are unable to agree on an arbitrator, each party shall select an arbitrator within ten (10) days of the commencement of the arbitration and the two (2) arbitrators shall mutually appoint a third arbitrator within twenty (20) days of their appointment.If the two arbitrators are unable to agree on the appointment of a third arbitrator within twenty (20) days, the third arbitrator shall be appointed by the American Arbitration Association; and 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 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 CAS:akr 1947685.6 6/11/2013 8 within the powers and authority granted under the laws applicable to said party.Attached hereto and incorporated herein by reference is a copy of said written determination of each party's legal counsel. Section 18 Notices. All notices or demands upon any party to this Agreement shall be in writing and shall be delivered in person or sent by mail as follows: Town of Gilbert 50 East Civic Center Drive Gilbert, Arizona 85296 Attention:Town Manager City of Mesa 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 of Phoenix 3400 E. Sky Harbor Blvd., Suite 3300 Phoenix, Arizona 85034 Attention:Aviation Director City of Apache Junction 300 E. Superstition Blvd. Apache Junction, AZ 85119 Attention:City Manager Section 19 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. CAS :akr 1947685.6 6/11/2013 9 Section 20 Remedies. In the event of any violation or threatened violation by any party to this Agreement, of any of the terms, restrictions, acknowledgements, covenants or conditions of this Agreement, the other parties hereto shall be entitled to full and adequate relief by injunction and all other legal and equitable remedies. Section 21 Cancellation. This Agreement may be canceled pursuant to Arizona Revised Statutes,Section 38-511. Section 22 Approving Action. Copies of appropriate action by ordinance,resolution or otherwise authorizing the respective parties to enter into this Agreement are attached hereto as Exhibit A.The Agreement may be signed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, but all of which taken together shall constitute one of the same instrument. Section 23 Federal Aviation Administration. The parties recognize that contributions by Phoenix will be obtained from its Aviation Department.Those contributions are subject to review by the Federal Aviation Administration. Nothing herein requires any Member to contribute funding contrary to the Federal Aviation Administration's policies and procedures. Section 24 Bond Ordinances. Notwithstanding any of the provisions in this Agreement, no Member assumes any obligation in connection with this Agreement that will have priority over or parity with any bond issued by each Member in its individual capacity. Section 25 Audit Records. The parties, the Federal Aviation Administration, the Comptroller of the United States, or any duly authorized representative reserves the right, at reasonable times, to audit and/or copy the Airport Authority's books and records directly pertinent to this Agreement.Nothing herein requires the Airport Authority to create or maintain any records that the Airport Authority does not maintain in the ordinary course of business or pursuant to a provision of law. CAS:akr 1947685.6 6/11/2013 10 IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective as provided in Section 12. Attest:TOWN OF GILBERT By By Town Clerk John Lewis, Mayor Attest:CITY OF MESA By By City Clerk Scott Smith, Mayor Attest:TOWN OF QUEEN CREEK By By Town Clerk Gail Barney, Mayor Attest:GILA RIVER INDIAN COMMUNITY By By Gregory Mendoza, Governor Attest:CITY OF PHOENIX By By City Clerk David Cavazos, City Manager Attest:CITY OF APACHE JUNCTION By City Clerk CAS:alcr 1947685.6 6/11/2013 11 Insalaco-, Mayor DETERMINATION OF LEGAL COUNSEL The amended and restated Joint Powers Airport Authority Agreement has been reviewed by the undersigned attorneys who have determined that it is in proper form and within the power and authority granted under the applicable laws of each party. Date Gila River Indian Community Attorney Date Gilbert Town Attorney Date Mesa City Attorney Date Phoenix City Attorney Date Queen Creek Town Attorney 1 Date Apache Junction City Attorney CAS:akr 1947685.6 6/11/2013 12 EXHIBIT A [Ordinance, Resolution or Minutes Approving JPAA Agreement] (Attached) CAS:ala 1947685.6 6/11/2013 A- 1 PhxMesa GatewayAirport RESOLUTION NO. 13-31 WHEREAS, the Phoenix -Mesa Gateway Airport Authority ("Authority"), a joint powers airport authority, was formed pursuant to Arizona Revised Statutes § 28-8521 et seg.for the purpose of, among other things, redeveloping portions of the former Williams Air Force Base as a civilian airport known as the Phoenix- Mesa Gateway Airport ("Airport"); and WHEREAS, the statutory provisions governing the Authority, and the current Amended and Restated Joint Powers Airport Authority Agreement, as amended, dated May 22, 2006, provide for the process by which cities and towns may request and be added as Members of the Authority; and WHEREAS, the City of Apache Junction has formally requested that it be considered for addition as a Member of the Authority; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Phoenix -Mesa Gateway Airport Authority as follows: The Phoenix -Mesa Gateway Airport Authority Board of Directors hereby recommends to its Members that the Phoenix -Mesa Gateway Airport Authority Amended and Restated Joint Powers Airport Authority Agreement, attached hereto as Exhibit A and incorporated as if fully set forth herein,be approved,and upon approval by the Members and the City of Apache Junction, the City of Apache Junction join the Phoenix -Mesa Gateway Airport Authority as its newest Member. Passed and adopted by the Phoenix -Mesa Gateway Airport Authority this 17th day of June 2013. A I-11,ST: C L E R Y *111E f l i6 /CHAIR APPROVED AS TO FORM/ 1 L./— I/ ATTORNE AMENDMENT NO. 1 to the AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT (PHOENIX -MESA GATEWAY AIRPORT AUTHORITY) THIS AMENDMENT NO.1 TO THE AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT (this "Amendment No.1"), amending that certain Amended and Restated Intergovernmental Agreement, dated May 22, 2006, and filed with the Arizona Secretary of State on July 20, 2006 (the "2006 IGA") is entered into as of the 1st day of July, 2013 (the "Effective Date"), by and among the PHOENIX -MESA GATEWAY AIRPORT AUTHORITY, an Arizona joint powers airport authority (the "Authority" or "PMGAA"), the TOWN OF GILBERT,an Arizona municipal corporation,as a Member of the Authority ("Gilbert"),the CITY OF MESA,an Arizona municipal corporation,as a Member of the Authority ("Mesa"), the TOWN OF QUEEN CREEK, an Arizona municipal corporation, as a Member of the Authority ("Queen Creek"), the GILA RIVER INDIAN COMMUNITY as a Member of the Authority (the "Community"), the CITY OF PHOENIX, an Arizona municipal corporation, as a Member of the Authority ("Phoenix") and the CITY OF APACHE JUNCTION, an Arizona municipal corporation ("Apache Junction"), collectively the "Parties" or "Members." RECITALS A.Gilbert, Mesa, Queen Creek, the Community and Phoenix are Members of the Authority pursuant to the Amended and Restated JPAAA dated May 22, 2006, filed with the Arizona Secretary of State on July 20, 2006 (the "2006 PMGAA Agreement"). B.The Authority was established pursuant to Arizona Revised Statutes ("A.R.S."), Section 28-8521,et seq.for the purposes of acquiring, developing and operating an airport and related facilities (the "Airport Facilities") located on a portion of the property formerly known as Williams Air Force Base (the "Base Property"), now known as the Phoenix -Mesa Gateway Airport (the "Airport"). C.Apache Junction has requested and the Authority and its Members have approved Apache Junction as a Member of the Authority, by adopting, along with Apache Junction, the Amended and Restated Joint Powers Airport Authority Agreement dated and filed with the Arizona Secretary of State on ("2013 PMGAA Agreement"). D.The Authority, Gilbert, Mesa, Queen Creek, the Community and Phoenix entered into the 2006 IGA to add Phoenix as a Member of the Authority and to establish Phoenix's financial contribution to the Phoenix -Mesa Gateway Airport Authority. E.To date,Mesa,Gilbert,Queen Creek,the Community and Phoenix have contributed more than $80 million to the operation, maintenance and development of the Airport. CAS:alcr 1960181.2 6/11/2013 1 F.Apache Junction intends to become a meaningful proprietor, along with the other Members of the Authority,which are also meaningful proprietors of the Authority,by participating as a Member of the Authority. G.The Authority is interested in adding another financial partner to help develop the Airport and the Airport Facilities. H.The Authority,Gilbert,Mesa,Queen Creek,the Community,Phoenix,and Apache Junction desire to amend the 2006 IGA to recognize Apache Junction as a Member of the Authority and to establish Apache Junction's financial contribution to the Authority. AMENDMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to the terms of Amendment No. 1 as follows, all other terms and conditions of the 2006 IGA to remain in full force and effect: Section 1.Apache Junction Agreement Apache Junction hereby agrees to all the terms and conditions set forth in the 2006 IGA. Upon the approval of all Parties to this Amendment No. 1, all references to "parties" or "party" or "members" or "member" in the 2006 IGA shall include Apache Junction. Section 2.Development of Authority's Budget. 2.1 Each Member shall contribute funds for the PMGAA annual (operating and capital) budget as approved by the Authority's Board of Directors pursuant to Sections 8 and 9 of the 2013 PMGAA Agreement. 2.2 For fiscal year 2014, in addition to its annual Member contribution for fiscal year 2014, Apache Junction will contribute a one-time payment of $400,000 to the Authority.This investment will evidence Apache Junction's meaningful participation in the Authority,the proprietor of the Airport. 2.3 Apache Junction will commit a minimum of $130,000 as its annual Member contribution for fiscal years 2014-2018. CAS:akr 1960181.2 6/11/2013 2 Section 3.Notices. Section 15 of the 2006 IGA is amended to include the following information: City of Mesa 20 E. Main Street Mesa, Arizona 85201 Attention:City Manager City of Apache Junction 300 East Superstition Boulevard Apache Junction, Arizona 85119 Attention: City Manager Section 4.Approving Action of Amendment. 4.1 Copies of appropriate action by ordinance, resolution or otherwise authorizing the respective Parties approving this Amendment No.1 are attached hereto as Exhibit A and incorporated herein by reference. Section 5.Counterparts. 5.1 This Amendment No. 1 may be executed in any number of counterparts, all such counterparts shall be deemed to constitute one and the same instrument,and each of said counterparts shall be deemed original hereof. Section 6.Affirmation of 2006 IGA. 6.1 Except as specifically amended by this Amendment No. 1, the provisions of the 2006 IGA are hereby affirmed and remain in full force and effect. [SIGNATURE PAGE FOLLOWS] CAS:alcr 1960181.2 6/11/2013 3 IN WITNESS WHEREOF, the Parties hereto have approved and executed this Amendment No. 1 to be effective as of the date set forth above. Attest:PHOENIX -MESA GATEWAY AIRPORT AUTHORITY By By Board Secretary Scott Smith, Chairperson Attest:TOWN OF GILBERT By By Town Clerk John Lewis, Mayor Attest:CITY OF MESA By By City Clerk Scott Smith, Mayor Attest:TOWN OF QUEEN CREEK By By Town Clerk Gail Barney, Mayor Attest:GILA RIVER INDIAN COMMUNITY By By Gregory Mendoza, Governor Attest:CITY OF PHOENIX By By David Cavazos, City ManagerCity Clerk Attest: By City Clerk CAS:akr 19601812 6/11/2013 CITY OF APACHE JUNCTION _IJ LIY-0e=21 294 Insalaco, Mayor 4 DETERMINATION OF LEGAL COUNSEL The foregoing Amendment No. 1 has been reviewed by the undersigned attorneys who have determined that, with respect to their respective clients only, it is in proper form and within the power and authority granted under the applicable laws of each party. Date Phoenix -Mesa Gateway Airport Authority Attorney Date Gilbert Town Attorney Date Mesa City Attorney Date Queen Creek Town Attorney Date Gila River Indian Community Attorney Date Phoenix City Attorney 6 .focf./3 Date Apache Junction City Attorney CAS:alcr 1960181.2 6/11/2013 5 CAS:a1cr 1960181.2 6/11/2013 EXHIBIT A TO AMENDMENT NO. 1 to the 2006 IGA [Approving Action] See following pages. A-1 phxmesaGatewayAirport RESOLUTION NO. 13-32 WHEREAS, the Phoenix -Mesa Gateway Airport Authority ("Authority"), a joint powers airport authority, was formed pursuant to Arizona Revised Statutes § 28-8521 et seq.for the purpose of, among other things, redeveloping portions of the former Williams Air Force Base as a civilian airport known as the Phoenix- Mesa Gateway Airport ("Airport"); and WHEREAS, the Authority and its Members desire to memorialize and set forth the terms and conditions for adding the City of Apache Junction as the newest Member of the Authority, and to update and continue the ongoing commitment of the Members related to the development of the Airport; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Phoenix -Mesa Gateway Airport Authority as follows: The Phoenix -Mesa Gateway Airport Authority Board of Directors hereby approves Amendment No.1 to the Amended and Restated Intergovernmental Agreement (Phoenix -Mesa Gateway Airport Authority),attached hereto as Exhibit A and incorporated as if fully set forth herein. Passed and adopted by the Phoenix -Mesa Gateway Airport Authority this 17th day of June 2013. A IIEST: cLEKm-d-keee?r CHAIR APPROVED AS TO FORM ATTORNEY g-eP PHOENIX -MESA GATEWAY AIRPORT AUTHORITY AND CITY OF APACHE JUNCTION LOAN AGREEMENT THIS AGREEMENT is effective ,2013 by and between the City of Apache Junction,an Arizona municipal corporation ("Lender")and Phoenix -Mesa Gateway Airport Authority,an Arizona joint powers airport authority ("Borrower"or "Authority"), collectively the "Parties". 1.PURPOSE. a.The City of Mesa, the Towns of Gilbert and Queen Creek, the Gila River Indian Community,and the City of Phoenix (collectively,"Member Governments') formed the Authority to redevelop the airport facilities at the for=Willidms Air Fare Rage. ("Base").Prior to the formation of the Authority, the City of Mesa and the Towns of Gilbert and Queen Creek participated in the redevelopment of the Rage through participation in the Intergovernmental Agreement Group which consisted of the Member Governments, the Cities of Apache Junction and Chandler, and Maricopa County ("IGA Group"). b.Since the federal government closed the Base in 1993,the Member Governments have made periodic loans to the Authority or the IGA Group for capital and operating purposes,or have directly paid expenses associated with the redevelopment of the airport facilities at the Base. c.The Member Governments desire by this Agreement to document the previous loans and payments made for redevelopment of the airport facilities at the Base, as well as to establish a framework for future loans to the Authority, in order to comply with the Federal Aviation Administration Reauthorization Act of 1996 and the Policy and Procedures Concerning the Use of Airport Revenue issued by the Federal Aviation Administration on February 16,1999 at 64 Federal Register 7696. 2.DEFINITIONS AND PRELIMINARY MATTERS. a."Governmental Authority"shall refer to the authority of the United States, the State of Arizona, any political subdivision thereof, any city and town and any agency, department, commission, board, bureau or instrumentality of any of them. b."Laws"shall refer to any law,ordinance,order,rule,regulation or requirement of a Governmental Authority. CAS:akr 1950483.3 5/14/2013 1 c."Loan"or "Loan(s)"shall refer to any loan of money from Lender to Borrower under this Agreement, which Loans will be evidenced by one or more Notes. d."Note" or "Note(s)"shall refer to the Promissory Note or Notes signed by Borrower in favor of Lender in the stated principal amount of each Loan.Notes will be substantially in the form of Exhibit A. e.Borrower's address for notices shall be: Phoenix -Mesa Gateway Airport Authority Attn: Director of Finance 5835 S. Sossaman Road Mesa, Arizona 85212 f.Lender's address for notices shall be: City of Apache Junction Attn:City Manager 300 E. Superstition Blvd. Apache Junction, AZ 85119 3.THE LOANS.From time to time, Lender may make one or more Loans to Borrower and Borrower may accept the Loans upon the terms and conditions set forth herein.All such Loans shall be evidenced by a promissory note substantially in the form of the Note attached as Exhibit A.Lender will advance the Loan funds to be disbursed from time to time pursuant to the terms and disbursement procedures set forth herein.Disbursements shall be used by Borrower only for purposes authorized by applicable Laws. 4.CONDITIONS PRECEDENT TO ADVANCING FUNDS.Loans made by Lender are subject to Borrower satisfying each of the conditions precedent: a.Before advancing any funds, Lender shall have received the following, all in form, scope and substance satisfactory to Lender in Lender's sole discretion: (1) The signed Note that evidences the Loan. (2) A copy of the approved and executed Resolution of the Borrower showing that the Board of Directors of Borrower has authorized Borrower to enter into this transaction and sign this agreement and all documents related hereto and designating the representative of Borrower who shall sign this Agreement and all related agreements on behalf of Borrower. (3) Such other information or documentation or agreements as Lender may require. CA5:alcr 1950483.3 5/14/2013 2 b.No default shall exist under this Agreement or any Note that arises under this Agreement. c.All the requirements for the disbursements set forth herein shall have been satisfied. 5.GENERAL DISBURSEMENT PROCEDURES.Provided that Borrower has complied with the applicable provisions of this Agreement, all disbursements shall be requested and made by a written invoice, which invoice states the amount to be disbursed and the desired date of disbursement.If the invoice is consistent with the Authority's Board -approved budget, and such budget has been approved by the Lender's governing body, Lender shall disburse the invoiced amount to Borrower.Disbursements will not be made by Lender if Borrower has not fully complied with all covenants and agreements herein or if there is any default hereunder or under the Note, or if any representation or warranty made by Borrower in this Agreement is not true and correct as of the date of disbursement.So long as Lender is acting in good faith Lender shall not be liable for any error, omission, irregularity or action taken with respect to any disbursement. 6.BORROWER'S COVENANTS.Borrower shall pay all costs and expenses required to satisfy the provisions of this Agreement.Without limiting the generality of the foregoing, Borrower shall pay: a.All reasonable costs and expenses of Lender incurred in the exercise of any rights or remedies of Lender hereunder; and b.All reasonable costs, charges, and expenses agreed to be paid by Borrower and incurred in connection with the closing or disbursement of the Loan or the implementation of this Agreement, or payable pursuant to this Agreement. 7.BORROWER'S REPRESENTATIONS AND WARRANTIES.As of the date hereof and the date of each disbursement of funds hereunder, Borrower represents and warrants, which representations and warranties shall survive the making of any disbursements hereunder, that: a.Existence.Borrower is duly created, validly existing, in good standing, with full power and authority to own property, borrow money and consummate the transactions contemplated hereby. b.No Breach.The consummation of the transaction hereby contemplated and performance of this Agreement and the Security Documents will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, bank loan or security agreement,corporate charter,bylaws,partnership agreement,or other instrument to which Borrower or any shareholder of Borrower is a party or by which Borrower or they may be bound or affected. CAS:akr 1950483.3 5/14/2013 3 c.Request for Funds.Each invoice for Funds shall be true and accurate and the submission of same or the receipt of the funds so requested shall constitute a reaffirmation of the representations, warranties and covenants contained herein. d.No Default.There is no default on the part of Borrower under this Agreement or the Note and no event has occurred and is continuing which with notice or the passage of time or both would constitute a default under any provision thereof. e.Compliance with Agreement.Borrower has complied fully and in a timely manner with all covenants, agreements and conditions set forth herein, and will continue to do so at all times during the continuance of this Agreement. 8.DEFAULTS.Each of the following events shall constitute an "Event of Default" hereunder: a.Any representation or warranty contained herein, or any representation to Lender concerning the financial condition or credit standing of Borrower that proves to be false or misleading in any material respect. b.The breach of any other covenant or agreement of Borrower contained herein that is not fully cured within ten days after written notice thereof to Borrower. c.The occurrence of any default or event of default under, or the breach of any covenant,warranty,promise or representation of Borrower contained in this Agreement or in the Note. d.Any failure to pay any principal or interest payable under the Note as and when the same shall become due .and payable or the failure to pay any other amount due under the Note or this Agreement as and when such amount shall become due and payable. e.The voluntary or involuntary filing by Borrower of any proceeding under the federal bankruptcy laws now or hereafter existing or any other similar statute now or hereafter in effect; the entry of an order for relief under such laws with respect to Borrower or guarantor of the Loan; or the appointment of receiver, trustee, custodian or conservator of all or any part of the assets of Borrower. Notwithstanding any provision in this Paragraph 8 to the contrary, the Borrower and the Lender shall extend the payment due date in any Note if the Borrower has insufficient operating revenue with which to make the payment due or if it is otherwise advisable to extend the payment due date, and such extension shall not constitute an Event of Default. CAS:akr 1950483.3 5/14/2013 4 9.REMEDIES. a.Acceleration.Upon the happening of any one or more Events of Default, the entire unpaid principal balance of the Note, together with all accrued and unpaid interest,and all other amounts due thereunder,shall,at the option of Lender and without prior demand or notice to Borrower, become immediately due and payable. In addition,Lender may, at its option, and without prior demand or notice, upon the happening of any one or more Events of Default (without regard to the obligation to give notice or the expiration of time for the cure of such default) terminate in whole or in part any further obligation of Lender to make disbursements hereunder. Notwithstanding the exercise of either one or both of the foregoing remedies set forth in this paragraph, Lender may make any disbursements after the happening of any Event of Default without thereby waiving such default or its right to demand payment of the Note or to exercise any remedy hereunder or under the Note,and without liability to make any other or further disbursements hereunder. b.Remedies are Cumulative.All remedies of Lender provided for herein are cumulative and shall be in addition to any and all other rights and remedies provided or available at law or in equity, or in any other instruments or documents relating to the Loan.No single or partial exercise of any right or remedy of Lender hereunder shall preclude any further exercise thereof or the exercise of any other or different right or remedy. c.Lender's Expenses.Borrower shall pay promptly to Lender,reasonable attorneys' fees and all other reasonable costs and expenses paid or incurred by Lender in enforcing or exercising its rights or remedies under this Agreement, whether or not any suit or action is instituted. 10.GENERAL CONDITIONS. a.No Waiver;Consent.To be effective, waivers of any covenant, term or condition contained herein must be in writing and shall not be construed as a waiver of any other or subsequent breach of any covenant, term or condition.No waiver of any default or breach of Borrower hereunder shall be implied from any delay or omission by Lender to take action on account of such default.The consent of approval by Lender, or Lender's failure or refusal to give its consent or approval, to or of any act by Borrower shall not be deemed to waive or render unnecessary Lender's consent or approval to or of any subsequent or other act. b.No Third Parties Benefited.This Agreement is made and entered into for the sole protection and benefit of Lender and Borrower, their successors and assigns, and shall not be deemed to create any trust funds unless expressly stated herein, and no other persons or entities shall have right of action hereon or rights to the Loan funds at any time. CAS:alcr 1950483.3 5/14/2013 5 c.Miscellaneous.Whenever the context and construction so require,all words used in the singular herein shall be deemed to have been used in the plural, and vice versa,and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.The captions of the Articles and sections of this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereon.All exhibits attached hereto or referred to herein are incorporated herein by reference and made a part hereof. d.Notices.All notices required to be given hereunder shall be delivered or mailed by first-class United States mail, postage prepaid, return receipt requested, and addressed to the Parties at their respective addresses set forth in Section 2(e) and (0. Such addresses may be changed by either Party by notice to the other Party given in the same manner as above provided.Borrower agrees to forward to Lender, without delay, any notices, letters or other communications delivered to Borrower naming Lender as addressee. e.Applicable Law.This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. f.Successors and Assigns.The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto; provided, however, that Borrower shall not assign this Agreement or any monies to be advanced hereunder,or assign or delegate any of its rights,interests,duties or obligations hereunder,in whole or in part, without the prior written consent of Lender, and any such assignment (whether voluntary or by operation of law) without said consent shall, at Lender's option, be void and of no force or effect and shall constitute a breach hereof. g.Time.Time is of the essence in the performance of this Agreement and every provision hereof. h.Advances.All sums advanced, paid or expended by Lender under the terms of this Agreement in excess of the face amount of the Note shall be considered as and shall be an additional loan to Borrower which shall bear interest at the rate set forth in the Note and shall be due and payable by Borrower, without notice, upon advancement, payment or expenditure of the same by Lender. i.Severability.Invalidation of any one or more of the provisions of this Agreement shall in no way affect any of the other provisions hereof,which shall remain in full force and effect. j.Amendments.This Agreement may not be modified or amended except by a written agreement signed by the party asserted to be bound thereby. k.Attorneys'Fees.In the event of any suit or other proceeding between the Parties with respect to the subject matter of this Agreement, the prevailing party CAS:akr 1950483.3 5/14/2013 6 (as determined by the court or other Governmental Authority before which such suit or other proceeding is concluded)shall,in addition to such other relief as may be awarded,be entitled to recover attorneys' fees, expenses, and costs of investigation as actually incurred. L Representation by Counsel.The firm of Gust Rosenfeld, PLC, an Arizona professional association,and its attorneys (collectively "Borrower's Counsel")have represented only Borrower in connection with this Agreement and the transactions contemplated herein.Borrower's Counsel advises Lender that Lender should obtain separate legal counsel to advise Lender with respect to this Agreement and the transaction contemplated herein.Borrower's Counsel represents and may continue to represent Borrower in connection with other legal matters of Borrower unrelated to this Agreement and loan transaction. The Parties consent to Borrower's Counsel representing only the interests of Borrower in connection with this Agreement and the transactions contemplated herein. m.Survival.The terms, conditions,agreements,covenants,representations and warranties contained in this Agreement shall survive the execution and delivery of each Note. IN WITNESS WHEREOF,the parties hereto have signed this Loan Agreement as of the date first above written. CAS:akr 1950483.3 5/14/2013 7 Phoenix -Mesa Gateway Airport Authority, an Arizona joint powers airport authority By: Its: "Borrower" City of Apache Junction, an Arizona municipal corporation By: Its:Mayor "Lender" Attest: By: Apache Junction City Clerk Exhibit A PROMISSORY NOTE $530,000.00 Mesa, Arizona June 30, 2013 For value received, Phoenix -Mesa Gateway Airport Authority, an Arizona joint powers airport authority ("Maker"), promises to pay to the order of the City of Apache Junction ("Lender"), the principal sum of Five Hundred Thirty Thousand and No/100 Dollars ($530,000.00), or so much thereof that has been advanced from Lender to Maker during the year ending June 30, 2014, together with interest as provided below. The repayment terms are as follows: No payments of principal or interest will be due hereunder until June 30, 2034 (the "Maturity Date"), at which time all amounts unpaid hereunder will be due and payable in full. Beginning on July 1, 2014,interest shall accrue on the unpaid principal balance outstanding at an annual fixed rate equal to three percent (3%) per annum compounded annually (the "Interest Rate").Notwithstanding anything herein to the contrary, if the Interest Rate hereunder exceeds the maximum rate allowed by law, the applicable rate of interest hereunder shall automatically be reduced to the maximum rate of interest allowed by applicable law. Notwithstanding the Maturity Date set forth above,if Maker has insufficient operating revenue with which to make the payment due pursuant to this Note or it is otherwise advisable to extend the Maturity Date, Maker and Lender shall extend the Maturity Date to a future mutually agreeable date. All amounts payable hereunder shall be paid in lawful money of the United States of America.Maker shall have the option of prepaying this Note, in full or in part, at any time without penalty.All amounts due hereunder will be payable at the offices of Lender at 300 East Superstition Boulevard, Apache Junction, Arizona 85119, or such other place as Lender may from time to time designate in writing to Maker. The entire unpaid principal, interest, and all other amounts due hereunder shall become immediately due and payable at the option of Lender without presentment or demand or any notice to Maker or any other person obligated hereunder, upon default in the payment of any of the principal or any amount due hereunder when due, or upon Maker's default under the Loan Agreement (the "Loan Agreement") between Lender and Maker dated June 30, 2013, or if any event occurs or condition exists which authorizes the acceleration of the Maturity Date hereof under any other agreement made by Maker in favor of Lender. In the event that garnishment, attachment, levy, execution, foreclosure, forfeiture, or notice of sale is issued or commenced against any of the property or assets of Maker, or in the event Maker shall become insolvent or make a general assignment for the benefit of creditors or an insolvency proceeding be instituted against Maker, such event shall be deemed a default hereunder and Lender may declare this Note immediately due and payable ten (10) calendar days after written notice to Maker if the default is not cured within the ten (10) calendar day period. 273552.2 If this Note is not paid when due or if any other event of default occurs hereunder, Maker promises to pay all costs of enforcement and collection and preparation therefor,including reasonable attorneys'fees,whether or not any action or proceeding is brought to enforce the provisions hereof (including, without limitation, all such costs incurred in connection with any bankruptcy, receivership, or other court proceedings (whether at the trial or appellate level). If Lender fails to exercise any option hereunder, it shall not constitute a waiver of Lender's right to exercise the same in the event of any subsequent default or in the event of the continuance of any existing default after a demand for strict performance hereof. All notices provided for herein shall be validly given if in writing and delivered personally or sent by certified mail, postage prepaid, to Maker at 5835 S. Sossaman Road, Mesa, Arizona 85212, or to such other address as Maker may from time to time designate in writing delivered to Lender. Notice given by mail as set out above shall be deemed delivered at the time and on the date the notice is mailed. This Note is issued in connection with the Loan Agreement. Time is of the essence of this Note and of each and every term and provision hereof.The sole place of venue for any proceeding to enforce collection of this Note shall be Maricopa County, Arizona. Maker and Lender (by its acceptance hereof) hereby agree that any controversy or claim arising out of this Note, or the breach of this Note, shall be determined and decided by binding arbitration administered by the American Arbitration Association under its Commercial Financial Disputes Arbitration Rules.Maker and Lender further agree that judgment on the arbitration award shall be entered, executed, enforced, and/or satisfied in Federal Court in the District of Arizona. Each party agrees that it will abide by and perform any award rendered by the arbitrators.Maker and Lender further agree that any controversy noted above shall be submitted to a three -member arbitration panel.The panel shall consist of arbitrators appointed by the parties and a neutral arbitrator selected in accordance with the Commercial Financial Disputes Arbitration Rules for the American Arbitration Association. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES. PHOENIX -MESA GATEWAY AIRPORT AUTHORITY, an Arizona joint powers airport authority By: Its:Chairman of the Board "MAKER" 273552.2 2