AGENDA BOARD of DIRECTORS MEETING 5835 South Sossaman Road Mesa, Arizona Tuesday, January 21, :00 a.m.

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1 AGENDA BOARD of DIRECTORS MEETING 5835 South Sossaman Road Mesa, Arizona Tuesday, January 21, :00 a.m. 1. Call to Order: Phoenix-Mesa Gateway Airport Authority Lt. Governor Stephen R. Lewis, Chair 2. Awards, Guest Introductions, and Announcements 3. Comments from the Public: (Members of the public may comment on any item of interest. Arizona Open Meeting law does not permit the Board to discuss items not specifically on the agenda.) 4. Progress Reports: a) Chandler-Gilbert Community College -Dr. Linda Lujan, College President 5. Review of Monthly Staff Reports and Updates - Jane L. Morris, Executive Director 6. Consent Agenda: a) Minutes of Board Meetings held on December 16, b) Resolution No Authorizing the purchase of asphalt repair services from Ace Asphalt of Arizona, Inc. for parking lots and drive lanes at the Charles L. Williams Passenger Terminal and Airport Administration Building in the amount of 27, c) Resolution No Authorizing a property lease agreement with Ruiz Aviation, Inc., for the lease of 6,050 square-foot paint shop at 6262 S. Taxiway Circle. d) Resolution No Authorizing the Lockton Companies under the terms of its existing Insurance Broker/Risk Management Consulting Professional Services Agreement with Phoenix- Mesa Gateway Airport Authority to purchase Workers Compensation insurance on behalf of the Authority for the period January 1, 2014 through December 31, 2014 at a premium amount of 113, Resolution No Approving a property lease agreement with Water Purity Solution, LLC, for the lease of the 22,710 square-foot building at 6410 S. Sossaman Road, and authorizing the expenditure of not to exceed 80,000 from Fiscal Year 2014 Amended Capital Budget contingency funds for improvements to the subject property. 8. Resolution No Authorizing a revision to Phoenix-Mesa Gateway Airport Authority s Fiscal Year 2014 Amended Capital Budget (Resolution No ) by reducing Project #713 - East Side Planning, Design & Program Management by 850,000, from the originally authorized amount of 1,050,000, resulting in a reallocation of 850,000 from the Fiscal Year 2014 Amended Capital Budget to the Fiscal Year 2014 Operating Budget. 9. Board Member Comments/Announcements 10. Next Meeting: Tuesday, February 18, :00 a.m. 11. Adjourn Page 1 of 1 Pursuant to ARS , notice is hereby given to the members of the Phoenix-Mesa Gateway Airport Authority and the general public that the Airport Authority will hold a meeting open to the public on Tuesday, January 21, 2014 at 9:00 am. One or more members of the Board may attend meeting by electronic means. Agenda is posted at Operated by the Phoenix-Mesa Gateway Airport Authority, a cooperative effort by Mesa, Gilbert, Queen Creek, Gila River Indian Community, Phoenix, and Apache Junction.

2 Executive Director s Report January 2014 December Activity November Statistics

3 Significant Events and Activities Phoenix-Mesa Gateway Airport January 9, 2014 Executive Director s Report Phoenix-Mesa Gateway Airport Authority (PMGAA) staff attended and or participated in the following community meetings/events/tours this month: Apache Junction Council Meeting Canada Arizona Business Council Desert Sun Child Development (Tour) East Valley Partnership Board Meeting East Valley Partnership Economic Summit Gilbert Council Meeting Gilbert Leadership (Tour) Gilbert s 12K s of Christmas Mesa s Launchpoint Tech Accelerator Queen Creek Council Meeting Queen Creek Leadership Academy Queen Creek Planning Commission As part of our on-going air service development program, we market air service to the general public through several mediums. The above represents a billboard sign that was displayed at five locations along I-10 and Loop 202 during the month of December. We are pleased to report the hiring of Veronica Lewis, Manager Human Resources. Veronica joins Gateway from the City of Mesa. She is a graduate of Arizona State University and a resident of the Town of Gilbert. Staff completed the selection process for air service development consulting services and has identified AvPorts as the top respondent. A contract is being negotiated for Board consideration. Staff completed and submitted PMGAA s FY15 federal and state Airport Capital Improvement Program (ACIP). The ACIP serves as our initial grant request and generally includes airfield improvement projects (runways and taxiways and related planning studies). 1

4 Phoenix-Mesa Gateway Airport January 9, 2014 Executive Director s Report Project Updates The design and reconstruction of Taxiway Victor (#350) is nearing completion with construction 70% complete. This taxiway provides the primary access to our passenger terminal and south apron tenants. Expansion of the North Apron (#316) adjacent the general aviation center is about 65 percent complete. Concrete pours began in December with substantial completion anticipated in February. This project will increase the operating area for our FBO as they service transient aircraft. Work on the exterior courtyard of the terminal expansion phase III (#780) is now underway. The project is approximately 90 percent complete and expected to be available for service this spring. 2

5 Phoenix-Mesa Gateway Airport January 9, 2014 Executive Director s Report Financial Snapshot Net income for the month of November finished better than budget by 72K. We are 268K ahead of budget fiscal year to date. November 2013 (FY14) Fiscal Year 2014 to Date Budget Actual Variance Budget Actual Variance Revenue 1, (132) 5,692 5,296 (396) Expenses (1,272) (1,068) 204 (6,196) (5,532) 664 Net Income (157) (85) 72 (565) (236) 268 (000 s) Net of Cost of Goods; excludes depreciation Compared to the same periods last year, November finished 69K better, and we are 329K ahead of fiscal year November Fiscal Year to Date 2013 (FY14) 2012 (FY13) Variance Variance Revenue 983 1,094 (111) 5,296 5,306 (10) Expenses (1,068) (1,248) 180 (5,532) (5,871) 339 Net Income (85) (154) 69 (236) (565) 329 Revenue sources remain heavily reliant on passenger service, resulting in the majority of revenue derived from parking, concessions, rental cars, landing fees, and FBO sales. Concessions & Rental Car 11% Other 2% Revenues Fiscal Year 2014 to Date Parking 23% Fuel Flowage Fees 4% FBO Sales 31% Lease Income 23% Landing Fees 6% As of December 31, 2013, PMGAA s investment fund balance was: LGIP 700 = 5,530,975; Wells Fargo Collateralized Svgs. Acct. = 10,206,511; Total = 15,737,486. 3

6 Phoenix-Mesa Gateway Airport January 9, 2014 Executive Director s Report Operating Statistics While airport operations have increased year over year (next page), total passengers and fuel have declined 10% and 12% respectively. Note the direct correlation between total fuel and passenger service as illustrated in the graph below. Passengers November Fiscal Year to Date 2013 (FY14) 2012 (FY13) % Change % Change Allegiant 91,404 94, % 434, , % Republic NA NA Other 0 25, % 23,473 84, % Total 91, , % 459, , % Allegiant Load Factor 88% Fuel November Fiscal Year to Date 2013 (FY14) 2012 (FY13) % Change % Change Commercial 727, ,064-21% 3,625,663 3,901, % Contract 187, , % 1,013,579 1,192, % Government 99,671 81, % 513, , % Retail (Jet) 34,911 30, % 122, , % AvGas 29,588 24, % 141, , % Total 1,079,308 1,226, % 5,416,561 5,896, % Historical Passengers and Fuel Passengers 200, , , , , ,000 80,000 60,000 40,000 20,000 - Jul-08 Jul-09 Jul-10 Jul-11 Jul-12 Jul-13 2,500,000 2,000,000 1,500,000 1,000, ,000 0 Fuel Passengers Fuel 4

7 Phoenix-Mesa Gateway Airport January 9, 2014 Executive Director s Report While commercial operations have declined a bit, total operations are up significantly. This can be attributed to increased flight training activity. Operations November Fiscal Year to Date 2013 (FY14) 2012 (FY13) % Change % Change Commercial % 3,344 3, % Military % 2,161 3, % General Aviation 15,940 9, % 74,280 53, % Total 17,112 11, % 80,103 60, % General Aviation includes Air Taxi 29 calls were received in November from 12 callers for 26 events. Noise Calls by November Fiscal Year to Date Aircraft Type 2013 (FY14) 2012 (FY13) % Change % Change MD % Unknown Jet % % A NA 9 0 NA Military Jet % % Multi Engine Piston 1 0 NA 2 0 NA Single Engine Piston % % Other 0 0 NA % Total % % Noise Calls by November 2013 (FY14) Fiscal Year 2014 to Date Location Callers Calls Callers Calls Mesa Gilbert Queen Creek Queen Valley Gold Canyon Total Attachments PMGAA Operating Statement Projects Summary Status Report 5

8 Phoenix-Mesa Gateway Airport Authority AIRPORT - All Operations P&L November, 2013 Analysis Utilizing Seasonality Analysis Using Seasonality Month of Y-T-D as of November, 2013 November, 2013 % of % of 2014 Budget Using November November November Budget Using Y-T-D Y-T-D Y-T-D Budget Seasonality* Budget Actual Variance Seasonality Budget Actual Variance Aeronautical Operating Revenues Aircraft Parking 227, % 14,191 14, % 87,421 62,612 (24,809) Fuel Flowage Fees 602, % 41,768 44,390 2, % 236, ,739 (14,822) Landing Fees 962, % 74,837 62,599 (12,237) 35.5% 341, ,382 (56,371) Lease Income Aero 2,192, % 184, ,886 (18,411) 41.7% 915, ,232 (37,946) Fuel Sales 932, % 72,289 86,119 13, % 360, ,241 3,448 Services Sold - Aero 3,428, % 236, ,475 12, % 1,334,994 1,294,698 (40,295) Sub-total Aero Operating Revenues 8,346, , ,281 (606) 3,276,699 3,105,905 (170,795) Non-Aeronautical Operating Revenues Concessions 699, % 50,316 43,583 (6,733) 29.9% 209, ,262 (9,964) Lease Income Non-Aero 793, % 63,576 61,495 (2,081) 40.3% 319, ,536 39,679 Parking 3,417, % 255, ,625 (103,515) 41.6% 1,422,019 1,234,357 (187,662) Rental Car Fees 1,607, % 114,305 97,499 (16,806) 26.2% 421, ,973 (69,380) Svcs Sold - Non Aero 101, % 7,896 5,307 (2,589) 42.6% 43,164 44,749 1,585 Sub-total Non-Aero Operating Revenues 6,618, , ,509 (131,723) 2,415,619 2,189,876 (225,743) Total Operating Revenues 14,964,881 1,115, ,790 (132,330) 5,692,318 5,295,781 (396,537) Operating Expenses Personnel 7,799, % 663, , , % 3,234,189 2,886, ,662 Comm & Utilities 913, % 67,696 58,054 9, % 425, ,016 39,379 Contractual Services 4,308, % 342, ,808 50, % 1,648,944 1,477, ,179 Insurance 276, % 23,658 25,805 (2,147) 41.8% 115, ,233 (4,932) Other 550, % 48,195 32,044 16, % 223, ,569 69,547 Repair & Maintenance 697, % 57,106 46,265 10, % 238, ,203 22,319 Supplies & Materials 746, % 69,726 54,274 15, % 310, ,656 19,161 Total Operating Expenses 15,291,628 1,272,042 1,067, ,231 6,196,283 5,531, ,315 Operating Income (Loss) (326,747) (156,923) (85,021) 71,902 (503,965) (236,188) 267,777 *Using five years of historical data.

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12 PHOENIX-MESA GATEWAY AIRPORT 5835 SOUTH SOSSAMAN ROAD MESA, ARIZONA PHONE (480) FAX (480) MINUTES OF THE PHOENIX-MESA GATEWAY AIRPORT AUTHORITY BOARD MEETING AIRPORT AUTHORITY BOARD MEMBERS Monday, December 16, :00 a.m. Lt. Governor Stephen Lewis, Gila River Indian Community Mayor Gail Barney, Queen Creek Councilmember Thelda Williams, Phoenix (Via Telephone) Mayor John Lewis, Gilbert Mayor Scott Smith, Mesa Mayor John Insalaco, Apache Junction GUESTS PRESENT Vice Mayor Robin Barker, City of Apache Junction Cindy Barnes, Chandler-Gilbert Community College Brad Bielenberg, Otak, Inc. Russ Brandt, Blue Chip Matt Busby, City of Apache Junction Tracy Corman, Town of Queen Creek Kent Dibble, Dibble Engineering Joe Ellis, RSP Architects Ken Halverson, Jetstrip Brian Howard, Parsons Brinckerhoff Mike Hutchinson, East Valley Partnership Kelly Kaysonepheth, HDR Alia Maisonet, Wild Horse Pass Jim McCauley, Wells Fargo Floyd Moore, VDO LaVonne Morris, City of Phoenix John Olson, KS State Bank Jason Ploszaj, RSP Architects Bryant Powell, City of Apache Junction Richard Reese, Hensel Phelps Christopher Schmaltz, Gust Rosenfeld, P.L.C. Kurt Sharp, Town of Gilbert Tom Stark, Wells Fargo Jeff Stoddard, Hensel Phelps Patti Wilson, Comerica Bank AIRPORT STAFF PRESENT Jane Morris, Executive Director Casey Denny, Deputy Director Fred Kaplan, Chief Financial Officer Mike Merk, Director-Business Development Maria Gonzalez, Executive Assistant/Clerk of the Board of Directors Page 1 of 3

13 CALL TO ORDER The meeting was called to order by Chair Lt. Governor Lewis at 9:02 a.m. AWARDS, GUEST INTRODUCTIONS, AND ANNOUNCEMENTS Ms. Morris introduced Vice Mayor Robin Barker, City of Apache Junction as a member of the audience. COMMENTS FROM THE PUBLIC Ms. Alia Maisonet, Marketing Director at Wild Horse Pass briefed the Board on the redevelopment project at Toka Sticks Golf Club. Plans include a hotel (Four Points by Sheraton), convenience store, Clubhouse, Pro Shop, and cart barn. Construction is expected to commence January 2014 with a completion date of February/March PROGRESS REPORTS ASU Polytechnic Dr. Mitzi Montoya, Vice Provost & Dean, College of Technology & Innovation Nothing to report. Chandler-Gilbert Community College - Dr. Cindy Barnes Pharr, Dean of Community Affairs The nursing program is a finalist for the Bellwether Award; winner to be announced in February Communiversity opened in Queen Creek, classes to begin in January 2014 with Northern Arizona University and Rio Salado. Beginning in March, Chandler-Gilbert Community College will also offer classes along with Northern Arizona University and Ottowa University for business degrees, justice studies, early and secondary education. The Communiversity is located on the corner of Ellsworth and Ocotillo Roads. REVIEW AND UPDATE OF MONTHLY STAFF REPORTS - Jane L. Morris, Executive Director Ms. Morris reported a 10 percent reduction in passengers with the change in Spirit and Frontier Airlines, while operations (take-offs/landings) have increased significantly. Load factors are very high for Allegiant at 88 percent. Financially, the Authority is tracking year to date at a positive variance. Budget is based on airport revenues to airport expenses. Member contributions are not considered, they are in the capital budget. Managing expenses, looking at only filling essential employees as there are changes in passenger numbers. Noise summary reflects same data as November, 2012 with a 55 percent increase in total operations since that time. Gateway Airport presented Ms. Kelly Ames, founder and Executive Director of Tranquility Trails Animal Sanctuary, with the 2013 Spirit of Giving Award at the Town of Gilbert council meeting last week as part of the Airport s 12k s of Christmas sponsorship. Ms. Ames was recognized for her efforts in rescuing over 300 animals through her program. Attended the Aviation Fascination sponsored by Mesa Chamber. Gateway staff participated with an informational booth. Page 2 of 3

14 Ms. Morris provided an update on workforce changes, introducing a photo of a recent new hire orientation. Gateway staff via the Booster Club participated in a softball game against the ASU Aviation Staff and students; final score Gateway 12 ASU 10, no injuries reported. Mayor Lewis recognized Ms. Morris as a participant at Gilbert s 12k s of Christmas event. CONSENT AGENDA a) Minutes of Board Meetings held on November 18, b) Resolution No Authorizing the purchase of maintenance, repair, and operations supplies from Grainger Supply between January 1, 2014 and June 30, 2014 in the amount of 30,000. c) Resolution No Authorizing the purchase of janitorial and sanitary supplies from Waxie Sanitary Supply between January 1, 2014 and June 30, 2014 in the amount of 48,000. d) Resolution No Authorizing a property lease agreement with Factory Direct Models, LLC for suite 119 in the General Aviation Center (5803 South Sossaman Road). The lease term is two years commencing January 1, 2014, with two one-year renewal options, payable at a rate of 1,500 per month. Mayor Barney moved to approve the Consent Agenda. Mayor Insalaco seconded the motion. The motion was carried unanimously. CONSIDERATION AND POSSIBLE APPROVAL OF: Resolution No Accepting the Signage and Wayfinding Master Plan, directing staff to return to the Board with a design contract with Otak, Inc. to implement Phase 1, and directing staff to continue working with ADOT to improve freeway signage. A brief presentation was made by Casey Denny, Deputy Director and Brad Bielenberg, Otak, Inc. Mayor Barney moved to approve Resolutions Mayor Lewis seconded the motion. The motion was carried unanimously. BOARD MEMBER COMMENTS/ANNOUNCEMENTS There were no comments/announcements from the Board. NEXT MEETING The next meeting will be held on Tuesday, January 21, :00 a.m. ADJOURN Mayor Insalaco moved to adjourn. Mayor Barney seconded the motion. The motion was carried unanimously. The meeting adjourned at 9:30 a.m. Page 3 of 3

15 Phoenix-Mesa Gateway Airport 5835 South Sossaman Road Mesa, Arizona Telephone: FAX: Action Item Resolution No To: Board of Directors From: Margi EvanSon, Manager, Operations & Maintenance Through: Casey Denny, A.A.E., C.A.E., Deputy Director Jane L. Morris, AA.E., Executive Director Re: Purchase of Asphalt and Concrete Services Ace Asphalt Date: January 21, 2014 Proposed Motion: Approve Resolution No authorizing the purchase of asphalt repair services in parking lots and drive lanes at the Charles L. Williams Passenger Terminal and Airport Administration Building in the amount of 27, Narrative: Phoenix-Mesa Gateway Airport Authority s Operations and Maintenance Department is responsible for the maintenance and repair of the Airport s paved surfaces, including parking lots, driveways and roadway infrastructure. The list below details three projects scheduled for the current fiscal year to maintain Airport asphalt surfaces: Crack-fill/Seal/Stripe Repair PMGAA Admin/GA Terminal Parking Lot - 8, Crack-fill/Seal/Stripe Repair PMGAA Passenger Terminal Hourly Parking Lot - 7, Crack-fill/Seal/Stripe Repair PMGAA Passenger Terminal Drive Lanes - 12, PMGAA is a participant in the Mohave Educational Services Cooperative (MESC) Purchasing Group Intergovernmental Agreement. As such, PMGAA has the ability to evaluate and engage vendors based upon competitive selections performed by MESC. Ace Asphalt of Arizona, Inc. was awarded Asphalt Paving contract #10A-ACE-0316, and it is through this competitive selection that PMGAA will utilize Ace Asphalt of Arizona, Inc. for asphalt repair services. Fiscal Impact: These projects are included in the FY14 operating budget and funded under Pavements Repair & Maintenance, as part of PMGAA s 2014 Major Maintenance Program.

16 RESOLUTION NO WHEREAS, the Phoenix-Mesa Gateway Airport Authority ( Authority ), a joint powers airport authority, was formed pursuant to Arizona Revised Statutes 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 Airport Authority desires to purchase asphalt repair services; 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 authorizes the purchase of asphalt repair services in parking lots and drive lanes at the Charles L. Williams Passenger Terminal and Airport Administration Building in the amount of 27, This Resolution also authorizes the Chair or Executive Director to execute such contract, with such insertions, deletions, and changes as may be approved by the Chair or Executive Director, necessary to carry out the purposes and intent of this Resolution. Passed and adopted by the Phoenix-Mesa Gateway Airport Authority this 21st day of January ATTEST: CLERK CHAIR APPROVED AS TO FORM ATTORNEY

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42 Phoenix-Mesa Gateway Airport 5835 South Sossaman Road Mesa, Arizona Telephone: FAX: Action Item Resolution No To: Board of Directors From: Michael Merk, Interim Director, Business Development Through: Jane L. Morris, A.A.E., Executive Director Re: Property Lease Agreement Ruiz Aviation, Inc. Date: January 21, 2014 Proposed Motion: Approve Resolution No authorizing a property lease agreement with Ruiz Aviation, Inc., for the lease of the 6,050 square-foot paint shop at 6262 S. Taxiway Circle. Narrative: Ruiz Aviation is expanding their commercial aircraft paint operation from Salt Lake City, Utah and expects to paint aircraft components for Cessna, among other commercial customers. Fiscal Impact: The term is month-to-month at a rate of 2,500 per month plus five percent of gross sales. Rent shall be increased by five percent on each annual anniversary date, and Tenant shall pay a Performance Guarantee of 5,000 as security. Attachment: Floor plan S. Taxiway Circle floor plan

43 6262 S. Taxiway Circle

44 RESOLUTION NO WHEREAS, the Phoenix-Mesa Gateway Airport Authority ( Authority ), a joint powers airport authority, was formed pursuant to Arizona Revised Statutes 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 Airport Authority desires to enter into a property lease agreement with Ruiz Aviation, Inc.; 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 authorizes a property lease agreement with Ruiz Aviation, Inc., for the lease of a 6,050 square-foot paint shop at 6262 S. Taxiway Circle. This Resolution also authorizes the Chair or Executive Director to execute such contract, with such insertions, deletions, and changes as may be approved by the Chair or Executive Director, necessary to carry out the purposes and intent of this Resolution. Passed and adopted by the Phoenix-Mesa Gateway Airport Authority this 21st day of January ATTEST: CLERK CHAIR APPROVED AS TO FORM ATTORNEY

45 Phoenix-Mesa Gateway Airport 5835 South Sossaman Road Mesa, Arizona Telephone: FAX: Action Item Resolution No To: Board of Directors From: Fred R. Kaplan, Chief Financial Officer Through: Jane L. Morris, A.A.E., Executive Director Re: Airport Workers Compensation Insurance Date: January 21, 2014 Proposed Motion: Approve Resolution No authorizing the Lockton Companies under the terms of its existing Insurance Broker/Risk Management Consulting Professional Services Agreement with Phoenix- Mesa Gateway Airport Authority to purchase Workers Compensation insurance on behalf of the Authority for the period January 1, 2014 through December 31, 2014 at a premium amount of 113,798. Narrative: Phoenix-Mesa Gateway Airport Authority s ( PMGAA ) Workers Comp policy is implemented on a calendar year basis. Lockton Companies ( Lockton ), PMGAA s broker for Workers Comp and Property & Casualty lines of insurance, marketed coverage to four carriers: 1) USAIG Liberty Mutual [the incumbent, formerly Wausau Underwriters], 2) Phoenix Aviation/Old Republic, 3) QBE, and 4) Berkshire Hathaway. Quotes were received from Liberty Mutual and Old Republic; QBE and Berkshire Hathaway declined to quote. Lockton forwarded carrier quotes to PMGAA December 10, PMGAA staff met with Lockton December 19, 2013 to review quotes, National Council on Compensation Insurance ( NCCI ) CY14 State of AZ rates, PMGAA s CY14 Experience Modification ( E-Mod ) rating, and Lockton s recommendations. PMGAA will retain Liberty Mutual for Calendar Year 2014 s renewal term. Liberty s quote of 113,798 is roughly 38% higher than CY13 s premium of 82,529. This increase is due entirely to the NCCI s CY14 rates for State of Arizona employee classifications that are relative to PMGAA. PMGAA manages its Workers Comp losses very successfully. This is reflected in PMGAA s.80 E-Mod rating provided by NCCI. The Authority s loss history is rated well below normal. Had PMGAA s loss history been rated as normal, the CY14 premium would have been about 166,000. Due to the: 1) Date quotes were received, 2) Need to renew the Workers Compensation policy by January 1, 2014, and 3) Inability, due to the timing of when quotes are received, to seek Board review and approval at December s Board meeting, PMGAA executed an Order to Bind on December 23, This process and timing is similar to the process and timing affiliated with CY13 s Workers Comp policy renewal. Broker and Broker s Fees Lockton is PMGAA s insurance broker for soliciting, securing and purchasing the aforementioned lines of insurance. The professional services agreement between PMGAA and Lockton became effective May 1, 2013 and runs through June 30, Lockton s compensation for the period of May 1, 2013 through June 30, 2014 is 35,000.

46 RESOLUTION NO WHEREAS, the Phoenix-Mesa Gateway Airport Authority ( Authority ), a joint powers airport authority, was formed pursuant to Arizona Revised Statutes 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 Airport Authority desires to purchase Worker s Compensation Insurance; 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 authorizes the Lockton Companies under the terms of its existing Insurance Broker/Risk Management Consulting Professional Services Agreement with Phoenix-Mesa Gateway Airport Authority to purchase Workers Compensation insurance on behalf of the Authority for the period January 1, 2014 through December 31, 2014 at a premium amount of 113,798. This Resolution also authorizes the Chair or Executive Director to execute such contract, with such insertions, deletions, and changes as may be approved by the Chair or Executive Director, necessary to carry out the purposes and intent of this Resolution. Passed and adopted by the Phoenix-Mesa Gateway Airport Authority this 21st day of January ATTEST: CLERK CHAIR APPROVED AS TO FORM ATTORNEY

47 AGENCY PHONE (A/C, No, Ext): THIS BINDER IS A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON PAGE 2 OF THIS FORM. Lockton Companies N. Scottsdale Road, Suite 225 Scottsdale AZ (602) CODE: AGENCY CUSTOMER ID: INSURED AND MAILING ADDRESS 5835 S. Sossaman Rd. Mesa AZ FAX (A/C, No): SUB CODE: INSURANCE BINDER (602) Phoenix Mesa Gateway Airport Authority COMPANY THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE ABOVE NAMED COMPANY PER EXPIRING POLICY #: BINDER # Liberty Insurance Corporation EFFECTIVE EXPIRATION DATE TIME DATE X AM X 1/1/ :01 3/2/2014 PM X DESCRIPTION OF OPERATIONS / VEHICLES / PROPERTY (Including Location) Airport Authority WCKZ DATE (MM/DD/YYYY) 12/23/2013 TIME 12:01 AM NOON COVERAGES LIMITS TYPE OF INSURANCE PROPERTY CAUSES OF LOSS COVERAGE / FORMS DEDUCTIBLE COINS % AMOUNT BASIC BROAD SPEC GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE VEHICLE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS VEHICLE PHYSICAL DAMAGE COLLISION: OTHER THAN COL: GARAGE LIABILITY ANY AUTO EXCESS LIABILITY UMBRELLA FORM SPECIAL CONDITIONS / OTHER COVERAGES NAME & ADDRESS DED OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY OCCUR EACH OCCURRENCE DAMAGE TO RENTED PREMISES MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE RETRO DATE FOR CLAIMS MADE: PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE MEDICAL PAYMENTS PERSONAL INJURY PROT UNINSURED MOTORIST ALL VEHICLES SCHEDULED VEHICLES ACTUAL CASH VALUE STATED AMOUNT AUTO ONLY - EA ACCIDENT OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE EACH OCCURRENCE AGGREGATE RETRO DATE FOR CLAIMS MADE: SELF-INSURED RETENTION X PER STATUTE Policy #: WC7Z E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT FEES TAXES ESTIMATED TOTAL PREMIUM MORTGAGEE ADDITIONAL INSURED LOSS PAYEE LOAN #: AUTHORIZED REPRESENTATIVE 1,000,000 1,000,000 1,000,000 ACORD 75 (2013/09) Page 1 of ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORDs provided by Forms Boss. Page 1 of 2 (c) Impressive Publishing

48 AGENCY CUSTOMER ID: CONDITIONS This Company binds the kind(s) of insurance stipulated on page 1 of this form. The Insurance is subject to the terms, conditions and limitations of the policy(ies) in current use by the Company. This binder may be cancelled by the Insured by surrender of this binder or by written notice to the Company stating when cancellation will be effective. This binder may be cancelled by the Company by notice to the Insured in accordance with the policy conditions. This binder is cancelled when replaced by a policy. If this binder is not replaced by a policy, the Company is entitled to charge a premium for the binder according to the Rules and Rates in use by the Company. Binders are effective for no more than ninety (90) days. Applicable in Arizona Applicable in California When this form is used to provide insurance in the amount of one million dollars (1,000,000) or more, the title of the form is changed from "Insurance Binder" to "Cover Note". Applicable in Colorado With respect to binders issued to renters of residential premises, home owners, condo unit owners and mobile home owners, the insurer has thirty (30) business days, commencing from the effective date of coverage, to evaluate the issuance of the insurance policy. Applicable in Delaware The mortgagee or Obligee of any mortgage or other instrument given for the purpose of creating a lien on real property shall accept as evidence of insurance a written binder issued by an authorized insurer or its agent if the binder includes or is accompanied by: the name and address of the borrower; the name and address of the lender as loss payee; a description of the insured real property; a provision that the binder may not be canceled within the term of the binder unless the lender and the insured borrower receive written notice of the cancellation at least ten (10) days prior to the cancellation; except in the case of a renewal of a policy subsequent to the closing of the loan, a paid receipt of the full amount of the applicable premium, and the amount of insurance coverage. Chapter 21 Title 25 Paragraph 2119 Applicable in Florida Except for Auto Insurance coverage, no notice of cancellation or nonrenewal of a binder is required unless the duration of the binder exceeds 60 days. For auto insurance, the insurer must give 5 days prior notice, unless the binder is replaced by a policy or another binder in the same company. Applicable in Maryland The insurer has 45 business days, commencing from the effective date of coverage to confirm eligibility for coverage under the insurance policy. Applicable in Michigan The policy may be cancelled at any time at the request of the insured. Applicable in Nevada Any person who refuses to accept a binder which provides coverage of less than 1,000, when proof is required: (A) Shall be fined not more than , and (B) is liable to the party presenting the binder as proof of insurance for actual damages sustained therefrom. Applicable in Oklahoma All policies shall expire at 12:01 a.m. standard time on the expiration date stated in the policy. Applicable in Oregon Binders are effective for no more than ninety (90) days. A binder extension or renewal beyond such 90 days would require the written approval by the Director of the Department of Consumer and Business Services. Applicable in the Virgin Islands This binder is effective for only ninety (90) days. Within thirty (30) days of receipt of this binder, you should request an insurance policy or certificate (if applicable) from your agent and/or insurance company. ACORD 75 (2013/09) Page 2 of 2 Page 2 of 2