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					                               WILLIAMS GATEWAY AIRPORT AUTHORITY
                                                      BOARD MEETING
                                                    5835 S. Sossaman Road
                                                      Mesa, Arizona 85212

                                    Monday, June 18, 2007                                   9:00 a.m.
                                                            AGENDA
     1. Call to Order: Williams Gateway Airport Authority – Mayor Steve Berman,
           Chairman
     2. Awards, Guest Introductions, and Announcements
     3. Public Comments
     4. Progress Reports:
           a) ASU Polytechnic – Dr. Albert McHenry, Vice President and Provost
           b) Chandler-Gilbert Community College – John Schroeder, Provost
     5. Executive Director’s Report *
     6. Consideration and Possible Approval of Minutes of Telephonic Board Meeting
           held on May 21, 2007 *
     7. Consideration and Possible Approval of Resolution No. 07-17 – Adopting Fiscal
           Year 2007-2008 Strategic Business Plan. *
     8. Consideration and Possible Approval of Resolution No. 07-19 –Authorizing
           Willis of Arizona, Inc. to Purchase Property and Casualty Insurance for the Airport
           for Period July 1, 2007 to July 1, 2008 at a Total Cost of $240,728. *
     9. Consideration and Possible Approval of Resolution No. 07-20 – Authorizing a
           Three-Year On-Call Cultural Resources Services Contract with SWCA
           Environmental Consultants, Inc. for Period July 1, 2007 to June 30, 2010 at a Cost
           Not to Exceed $200,000 Per Year. *
     10. Consideration and Possible Approval of Resolution No. 07-21 - Authorizing
           Adoption of the Airport Rates and Charges Schedule Effective July 1, 2007. *
     11. Other Business.
     12. Next Meeting: Monday, July 16, 2007 – 9:00 am
     13. Adjourn


* attached

Pursuant to ARS 38-431.02, notice is hereby given to the members of the Williams Gateway Airport Authority and the general public that the Airport
Authority will hold a meeting open to the public on Monday, June 18, 2007 at 9:00 am.
RAFT



                                   MINUTES OF THE
                        WILLIAMS GATEWAY AIRPORT AUTHORITY

                            TELEPHONIC BOARD MEETING

                                        May 21, 2007

 AIRPORT AUTHORITY BOARD MEMBERS

 Mayor Steve Berman, Gilbert – Chairman **
 Lt. Governor Jennifer Allison-Ray, Gila River Indian Community – Vice Chairman
 Mayor Keno Hawker, Mesa – Secretary
 Mayor Art Sanders, Queen Creek - Treasurer
 Councilmember Greg Stanton, Phoenix

 **Not represented –(Mayor Berman was available but could not be reached by the operator)

 GUESTS PRESENT

 Fred Himovitz, Himovitz Properties
 Glenn Irvin, ASU Polytechnic
 Johannes Kurz, Gilbert Resident
 Brent White, Scottsdale Realty, Inc.

 AIRPORT STAFF PRESENT

 Casey Denny, Deputy Director
 Walt Fix, Director of Operations & Maintenance
 Gretchen Hawkins, Executive Assistant/Clerk to the Board of Directors
 Lynn Kusy, Executive Director


 CALL TO ORDER

 The meeting was called to order by Vice Chairman Jennifer Allison-Ray at 9:03 am.

 CONSENT AGENDA - Consideration and Possible Approval of:

 -   Minutes of Board Meeting held on April 23, 2007.
 -   Resolution No. 07- 16 - Authorizing a Property Lease with Velocity Square LLC for Lots
     108 and 109 and Construction of at least 50,000 Square Feet of Speculative Building.
     Lease Term is 65 Years Commencing June 1, 2007. Rent Payments of $7,986 Begin
     the Earlier of Five Years after Effective Date or When the Building is 50 Percent
     Occupied.
                                           6-1
Mayor Hawker asked for some discussion on Resolution No. 07-16 – a property lease with
Velocity Square LLC. He questioned the fact that fifty percent of the lease revenue will be
“returned to Reliance Williams Gateway LLC for 40 years.” Deputy Director Casey Denny
responded that the Airport will split the rent payment of $7,986 with Reliance. Mayor
Hawker commented he thought this might be “too generous” and asked “if it was
comparable to other leases.”

Airport Executive Director Lynn Kusy said the terms of the lease were determined when the
original Reliance development agreement was signed last spring. Mr. Denny explained the
50 percent split was because Reliance will be using their own money to install utilities and
roads in the south industrial area. Reliance’s total investment is approximately $2 million.

Mr. Kusy said Velocity Square LLC is investing in the building, and Reliance is investing in
the site improvements.

Mayor Hawker expressed concern about developers backing out before their project was
complete. Mr. Denny explained that staff has prepared a series of steps to guarantee the
facility will be completed. He said staff has checked into the background of the LLC
members, increased the deposit to three months rent, and required an additional
security/bond to guarantee construction of the facility.

Mayor Hawker said his questions were answered, but he asked to see the underlying
Reliance Management agreement at a later time. Mr. Kusy said a copy will be forwarded to
all Board members today.

        Mayor Hawker moved to approve the Consent Agenda. Mayor Sanders
        seconded the motion, and the motion carried unanimously.

OTHER BUSINESS

There was no other business to come before the Board.

NEXT MEETING

Monday, June 18, 2007 – 9:00 am

ADJOURN

The meeting was adjourned by unanimous vote at 9:14 am.




                                           6-2
                                                                   Airport Administration
                                                             5835 South Sossaman Road
                                                                   Mesa, Arizona 85212
                                                               Telephone: 480-988-7600
                                                                     FAX: 480-988-2315



Action Item                                                 RESOLUTION NO. 07-17

To:        Board of Directors
From:      Lynn F. Kusy, Executive Director
Re:        Strategic Business Plan for 2007-2008
Date:      June 4, 2007

Proposed Motion:
Approve Resolution No. 07-17 adopting the fiscal year 2007-2008 Strategic
Business Plan.

Narrative:
The Strategic Business Plan is based on the ten goals adopted by the Board of Directors,
direction given to the staff at the Fall planning retreat, and the budget adopted by the
Board for the coming fiscal year. The document highlights the work to be accomplished
for each of the ten goals over the next year.

Staff has reviewed with the member governments’ senior staff the proposed Strategic
Business Plan.

Highlights from the FY 2006-07 Strategic Business Plan:

   •    Arizona Direct Task Force was created to assist in cargo marketing efforts
   •    Launched charter service by Vision Airlines to Las Vegas, Western to Bellingham,
        and Sky Value to Gary/Chicago
   •    We Need You survey responses increased to 6,300 local residents
   •    Entered into agreement with Reliance Management for development of 50 acres of
        non-aviation property
   •    A new RNAV approach procedure for WGAA was published by the FAA
   •    New General Aviation Center includes fuels desk, pilot lounge, flight planning room,
        conference room, pilot shop, restaurant, and rental car facility
   •    The City of Phoenix became a member of the Airport Authority and contributed
        substantially to the Airport’s operating and capital funding levels

New in the 2007-2008 Strategic Business Plan:

  Goals, Strategies and 2007-2008 Work Program:
  • Continue to monitor and influence legislative actions which limit aviation capital
     funds
  • Work with East Valley Partnership and private land owners on detailed plans for
     areas around the Airport
  • Complete the Airport Master Plan
  • Consider changing the name of the Airport to reflect a geographic location




                                         7-1
  •   Expand our media relations effort
  •   Two airlines that ceased operations in 2007 have indicated interest in starting up
      their operations again in the coming months




Attachment:   FY 2007-08 Strategic Business Plan




                                        7-2
                                                                 RESOLUTION NO. 07-17




WHEREAS, the Williams 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 Williams Gateway Airport (“Airport”); and

WHEREAS, the Airport Authority desires to adopt the revised Strategic Business Plan;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Williams Gateway
Airport Authority as follows:


       The Williams Gateway Airport Authority Board of Directors hereby adopts
       the Strategic Business Plan for Fiscal Year 2007-2008.



Passed and adopted by the Williams Gateway Airport Authority this 18th day of June 2007.



ATTEST:




CLERK                                                     CHAIRMAN




APPROVED AS TO FORM:




ATTORNEY




                                           7-3
                                                        DRAFT




2007-2008
Strategic
Business
Plan

Williams Gateway Airport Authority Board of Directors
       Table of Contents


       Background.............................................................................................................................................3
       Purpose....................................................................................................................................................3
       Mission Statement..................................................................................................................................4
       “SPIRIT” Values.....................................................................................................................................4
       Vision .......................................................................................................................................................5
             Five-Year Vision......................................................................................................................5
             Twenty-Year Vision ................................................................................................................6
       Business Factor Analysis .....................................................................................................................8
       Goals, Strategies, and 2007-08 Work Program ................................................................................10




2007-2008 Strategic Business Plan                                       DRAFT                                                                                 Page 2
           Strategic Business Plan
          Background
           This Strategic Business Plan augments our past planning efforts and drives our future
           success by outlining specific activities to be pursued over the next three years. It will serve
           as the guiding document and basis for defining departmental activities, consistent with the
           direction outlined in the Airport Master Plan.

           The Strategic Business Plan is a transition document intended to bridge from the goals set
           by the Board to the work programs of the departments. Accordingly, each department has
           developed a work program to guide their activities within the framework of this Strategic
           Business Plan. Departments will identify appropriate metrics and report periodically on
           their progress. An annual report will be prepared and presented to the Board.


          Purpose
           The purpose of the Williams Gateway Airport Authority (WGAA) Strategic Business Plan is
           to develop a clear picture of the activities required during the planning period to fulfill our
           mission and meet our goals. This plan summarizes the short and long-term vision of the
           Airport Authority, identifies business factors that may affect the Airport, and identifies goals
           and strategies for achieving our objectives. The following goals have been adopted and
           prioritized by the Board of Directors as WGAA’s main focus:

            1.   Protect against those things that can negatively impact the Airport.
            2.   Engage the areas beyond the Airport – those areas influenced by the Airport.
            3.   Increase revenues, spend wisely, and move toward reducing operating deficit.
            4.   Establish scheduled daily cargo service.
            5.   Expand scheduled passenger service.
            6.   Construct infrastructure to support aviation, research and development, office
                 space, aviation industries, and related uses on the Airport.
            7.   Work with the Federal Aviation Administration to protect arrival and departure
                 procedures.
           8.    Demonstrate to the community the positive aspects of the Airport.
           9.    Improve and expand facilities and services for general aviation.
          10.    Explore options involving other partners.

           For each of the goals, this Strategic Business Plan presents a three-year look ahead and
           identifies major work elements designed to achieve each goal.




2007-2008 Strategic Business Plan                DRAFT                                                  Page 3
          Mission Statement
           To provide superior Airport facilities and services for the aviation community
           and the public.




          “SPIRIT” Values
               Safety
                  We value and preserve life and the environment.

               Pride
                   We enthusiastically produce extra effort and
                   instill real quality in all we do.

               Innovation
                  We embrace each day’s challenges as opportunities with
                  an open mind, a spirit of creativity, and resourcefulness.

               Responsibility
                  We are accountable for our words and actions, large and small.

               Integrity
                   We act in good faith and treat others with respect, honesty, and
                   sincerity.

               Talk
                   We take the time to talk things through.




2007-2008 Strategic Business Plan              DRAFT                                        Page 4
          Vision
           Five-Year Vision

           Williams Gateway Airport is at the center of one of the most exciting development areas in
           the southwest United States. We define the Gateway Area as a 42-square-mile area
           bounded by Meridian Road, Queen Creek Road, Rittenhouse Road, Higley Road, and the
           power line north of Elliott Road. This area contains approximately 27,000 acres, about
           22,000 of which are slated for employment uses such as industrial, commercial, or office
           space. Approximately 5,000 acres are planned for residential development.

           The assets of the Gateway Area include Williams Gateway Airport; the Santan Freeway;
           the Union Pacific Railroad main line; petroleum pipelines; fiber optic trunk lines; and major
           research and educational facilities including Arizona State University at the Polytechnic
           campus (ASU Polytechnic), Chandler-Gilbert Community College, and Mesa Community
           College. The Gateway Area is forecast to undergo substantial development in the next 20
           years. The employment acreage is anticipated to generate over 100 million square feet of
           new buildings and over 100,000 new jobs. The residential acreage in the Gateway Area
           could house 50,000 to 60,000 new residents.

           For this development potential to be realized, the Gateway Area needs several additional
           assets to be developed, including the Williams Gateway Freeway; a rail freight facility; the
           mile grid street network; and utility extensions including sewer, water, gas, electric, and
           fiber. In addition, the development will be spurred by the establishment of regularly
           scheduled cargo service at Williams Gateway Airport and by the creation of a University-
           related research park within the Gateway Area.

           Williams Gateway Airport comprises 3,020 acres and includes three long runways; an
           instrument landing system with navigation aids and lights; a Foreign Trade Zone; U.S. Customs
           Service; an air traffic control tower operating from 6:00 am to 9:00 pm; 465,000 square feet of
           Airport Authority-owned buildings; 135,000 square feet of privately developed buildings; and
           1,400 employees in 36 companies located on the Airport. Those companies include six flight
           schools, two medical flight services, The Boeing Company, the U.S. Customs and Border
           Protection interdiction unit, the U.S. Marshals Service with the Immigration and Naturalization
           Service, A.D.I. Shuttle Service supporting Intel, Vision Air charters, and Allegiant Air charters.
           In fiscal year 2005, the Airport handled 251,804 operations, sold 5.6 million gallons of aviation
           fuel, and served 1,564 passengers.

           By 2013, Williams Gateway Airport will have completed many facility improvements that will
           allow the Airport to fulfill its role as the primary freight and secondary commercial airport for
           the Valley. In five years, WGA is projected to have about 81 percent general aviation
           traffic, 14 percent military traffic, four percent passenger traffic, and one percent cargo
           traffic. As the population of the East Valley continues to increase and as the freeway
           system is extended, Williams Gateway Airport will transition from charter passenger flights
           to scheduled passenger service and cargo traffic. Companies will be utilizing the Foreign
           Trade Zone, bringing in products to assemble, manufacture, or repackage with little or no
           Customs duties. New hangars on the north ramp will support general aviation, the Williams
           Campus, and over 130,000 training operations. The Cessna Citation Service Center and
           the Embraer service center will be fully operational. The first large aircraft support facility
           will be in place, allowing WGA to attract narrow-body jet aircraft operators, while continuing
           to service its general aviation, corporate, and military customers.




2007-2008 Strategic Business Plan                DRAFT                                                   Page 5
          Vision (continued)
           With the construction of many new buildings, the Desert Tech architectural theme will be
           well established, making WGA one of the most attractive industrial developments in the
           Valley. The success in redevelopment will continue and WGA will retain its position as the
           model for military base conversion.

           As development increases, Williams Gateway Airport Authority (WGAA) will continue to
           work with surrounding neighborhoods, the FAA, and aircraft operators to minimize negative
           impacts. Steps continue to be taken to resolve neighborhood concerns through augmented
           community outreach programs developed by staff and through implementation of
           recommendations from the FAR Part 150 Noise Compatibility Study.

           Twenty-Year Vision

           By the year 2028, Williams Gateway Airport is expected to have scheduled cargo service
           handling over 25 million pounds of freight per year. Scheduled passenger service is
           expected to accommodate approximately two million passengers per year. Depending on
           business development in the Gateway Area, the Airport will have business jet activity to
           support additional business jet aviation centers. We expect 25 additional privately
           developed buildings to be constructed over the next 20 years, accommodating more than
           500,000 square feet of business jet hangar space, office space, and related facilities.
           Working with the University, aerospace research companies, and the private development
           sector, we expect an aviation aerospace research complex to be developed either on the
           Airport or on adjacent properties. The Airport will continue to serve as a major flight
           training center for the American southwest, accommodating light aircraft, helicopter,
           commercial aircraft, and advanced aircraft flight training.

           By 2028, WGA will have become a first-class, full-service Airport and an internationally
           recognized aerospace center. It will be well established as the number two passenger
           service airport in the Phoenix-Mesa metropolitan area, providing an attractive alternative to
           Phoenix Sky Harbor International Airport. Flight operations will exceed 338,000 per year;
           75 percent of the traffic is projected to be general aviation and 15 percent is estimated to
           be commercial passenger flights. Fueling at the Airport will exceed 100 million gallons per
           year. The Airport will also support aircraft maintenance and modification facilities. These
           activities will encourage related aerospace technical training programs which will join flight
           training as the primary aviation training functions at Williams Gateway Airport.

           Rail service will bring students from the ASU Tempe campus to the ASU Polytechnic
           campus and passengers from Phoenix Sky Harbor International Airport to connect with
           regional domestic flights at Williams Gateway.

           Land around the Airport will have developed as aviation support, corporate offices, and
           manufacturing, attracted to the transportation opportunities of the area and the skilled
           workforce. Along with these will come restaurants; conference, executive, and resort
           hotels; as well as retail and commercial development. The Santan Freeway and the
           Williams Gateway Freeway will provide passengers, air freight companies, and businesses
           with easy access to all parts of the Phoenix-Mesa metropolitan area. Residential
           development will continue to be a concern surrounding the Airport. While further
           encroachment will be discouraged, Airport staff and communities will continue to work
           together to resolve concerns and provide aviation facilities that serve our local economy.




2007-2008 Strategic Business Plan               DRAFT                                                 Page 6
          Vision (continued)
           Quality structures and other improvements on the Airport will include a new passenger
           terminal east of the runways, a general aviation/corporate center on the west side, and a
           new air traffic control tower. Quality of service will continue to be key to maintaining and
           expanding the reputation of the Airport as a world-class operation.




2007-2008 Strategic Business Plan               DRAFT                                                 Page 7
          Business Factor Analysis
          Williams Gateway Airport continues to enhance its national reputation as a leader in military
          base reuse. Due to our success, the community has hosted several national and regional
          conferences focusing on base reuse. This reputation positions us favorably with potential
          tenants and the aviation community. It also raises the awareness of grantor agencies.

          The business environment within which Williams Gateway Airport operates is constantly
          changing. At the same time, the Airport itself is changing as facilities are added, systems
          are upgraded, and new tenants and customers are accommodated.

          The improvements to the airfield have been significant over the last several years. The
          center runway has been resurfaced with new asphalt and its concrete sections have been
          repaired. The outside runway has been reconstructed, with a 15-inch concrete overlay
          added. Staff replaced virtually all the airfield lights. All obstructions have been removed
          from the airfield. New runway and taxiway markings have been added. New lighted signs
          have been installed and the perimeter fence has been completed. A new perimeter service
          road is under construction. Our fueling service, which is called Gateway Aviation Services, is
          generating significant positive cash flow and has raised our level of service to the flying
          public, resulting in much repeat business. Over 97 percent of our available building space is
          leased. Eight new buildings have been completed by private investors and nine additional
          buildings are under construction or in development. The passenger terminal, cargo apron,
          and cargo building have been completed. The Ray/Sossaman Road construction has
          created new entrances to the Airport from the north and south.

          Many closed military installations across the United States created an excess of available
          buildings, which were leased at very low rates. Certain types of tenants began “shopping”
          closed military bases expecting to lease space below market rates. At Williams Gateway
          Airport, because of our local economy and our aggressive marketing, all buildings have
          been leased at, not below, market rates. Still, we are constantly pressured, especially by
          start-up businesses, to lease buildings at bargain rates. Our business position has been to
          lease at market rate, and our market rates have risen rapidly as demand for airport space
          has remained high.

          In 1998, a proposal to establish a statewide airport disclosure process gave rise to groups
          opposed to disclosure and opposed to development at the Airport. As a result, noise
          complaints increased. The two issues of aircraft noise and real estate disclosure are closely
          linked, and are the result of residential encroachment that has taken place since 1991. As is
          the case at airports across the country, Williams Gateway Airport will be faced with a
          continuing need to encourage disclosure, discourage further encroachment, and work
          diligently with existing and future neighborhoods.

          The September 11, 2001 attack on America left the aviation world in serious decline. Even
          though Williams Gateway Airport was quickly back to normal operations, many of our
          prospective customers suffered such severe business losses that it took four to six years for
          them to begin to recover. This is especially true of the passenger and cargo airlines, which
          we had been courting prior to the attack. Airlines reduced capacity and eliminated some
          cities from their service networks. Now that passenger levels have returned to 2001 levels,
          several airlines are beginning to contemplate increasing service or adding routes to
          passenger or cargo networks.




2007-2008 Strategic Business Plan              DRAFT                                                Page 8
          Business Factor Analysis (continued)
          The September 11 attacks also caused the FAA to alter their funding priorities in favor of
          those projects which enhance security and safety. For Williams Gateway, this meant a
          decrease in capital funding for projects to increase capacity. To fully implement the Airport
          Master Plan and generate forecasted revenues, the Airport needs to receive about $20
          million each year over the next 10 years. Even in our best year, FAA grants amounted to
          only about $6 million.

          The development of Williams Gateway Airport is of tremendous value to the community and
          that value is growing rapidly. An economic analysis performed by ASU and funded by
          ADOT, showed that in 2002 the annual economic impact of Williams Gateway Airport
          exceeded $251 million. As passenger service becomes a reality, we expect the value of the
          Airport to the East Valley will grow exponentially, with the economic impact projected at over
          $900 million in 2020.

          The Airport’s emphasis should continue to be on development of facilities to accommodate
          aircraft of more than 30,000 pounds. This would include flight training, business aviation
          centers, freight handling, passenger service, aircraft maintenance, and research and
          development.




          Note:   Statistics referenced are from the updated Airport Master Plan completed in June
          1999 by Coffman Associates.




2007-2008 Strategic Business Plan              DRAFT                                                 Page 9
        Goals, Strategies & 2007-2008 Work Program
        The Airport Authority Board of Directors annually establishes the foundation of this Strategic
        Business Plan by adopting and prioritizing a series of goals which guide our activities. These
        goals reflect vital business issues that are measures of success for the Airport. For each goal,
        a three-year strategy is set forth, followed by a summary of work elements currently underway
        and those new tasks to be undertaken, if any.

        1. Protect against those things that can negatively impact the Airport.

            • Strategy: It is of primary importance to the future of the Airport to protect it against
              those things which can limit its development. The two major items in this category are
              inappropriate development near the Airport and lack of capital funds. The Airport
              Master Plan and the Part 150 Noise Compatibility Plan are the documents that set the
              framework for our efforts.

            • Currently Underway: For the last several years, the Airport Authority has submitted
              written comments on proposed rezonings, subdivision plats, and general plan
              amendments presented by local governments surrounding the Airport. These efforts
              are aimed at preventing inappropriate development in the Airport’s influence area.

               Staff continues to monitor and influence congressional and legislative actions which
               could limit aviation capital funds or in other ways limit aviation development. This
               includes working with our Legislative and Congressional delegations and with
               professional aviation organizations such as the Arizona Airports Association, the
               American Association of Airport Executives, and the Airports Council International –
               North America.

               Our lobbying efforts at the state and federal levels have included aviation funding,
               aviation taxation, incentives, and capital funding. These efforts have been successful in
               the last several years, resulting in increased capital funding for the Airport.

        2. Engage the areas beyond the Airport - those areas influenced by the Airport.

            • Strategy: The Airport Authority has recently worked with Mesa, Gilbert, Arizona State
              University Polytechnic campus, Chandler-Gilbert Community College, and others to
              create the Williams Area Development Partnership. Our strategy has been to
              encourage development of the areas around the Airport in a manner which is
              compatible with the Airport. This includes encouraging the growth of the University and
              Community College, as well as encouraging non-residential uses in the immediate
              vicinity of the Airport through the extension of the infrastructure systems of Mesa and
              Gilbert. It also includes the development of residential uses in appropriate locations in
              the vicinity of the Airport in order to grow our customer base.

               Since 1994, the Airport Authority has adopted a series of planning studies which
               address the areas around the Airport. These studies include the Williams Regional
               Planning Study, the Williams Area Transportation Plan, and the Noise Compatibility




2007-2008 Strategic Business Plan               DRAFT                                              Page 10
         Goals, Strategies, and Work Program (continued)
              Study. We encourage implementation of these plans in order to benefit the Airport. We
              also monitor the development of the transportation infrastructure, and encourage the
              construction of freeways, roadways, and rail facilities which serve and complement the
              Airport.

           • Currently Underway: Work on this goal was significantly accelerated this past year
             with the undertaking of the Urban Land Institute (ULI) study sponsored by the East
             Valley Partnership and funded by municipalities, the Airport Authority and others. The
             ULI study pointed to the need for additional land use planning, utility extensions, capital
             funding and marketing of the entire area. Advanced studies are now underway by the
             East Valley Partnership, the City of Mesa and private property owners to realize the
             vision outlined in the ULI study.

              Airport staff has worked with local communities regarding the plans for improvements to
              Ellsworth, Pecos, Ray, and Power Roads, and the Santan Freeway. We’ve also worked
              closely with the appropriate local governments regarding stormwater improvements. We
              have a strong relationship with the economic development organizations in Mesa,
              Gilbert, Queen Creek, and the metropolitan region. The Airport has a close working
              relationship with the Arizona State University Polytechnic campus and the Chandler-
              Gilbert Community College. The Airport is actively engaged with the East Valley
              Partnership, the municipal governments, and economic development organizations in
              the area. Major streets on the east, west, and south sides of the Airport have been, or
              are in the process of being reconstructed to handle the anticipated traffic. Ray Road
              north of the Airport is planned but is not yet funded. This will be a critical element for the
              future development of the Airport.

           • Major Work Elements:

                  Work with the City of Mesa to secure funding for Ray Road from Sossaman
                  Road to Ellsworth Road.
                  Actively engage the City of Mesa, the East Valley Partnership, and private land
                  owners as they prepare more detailed plans for the area around the Airport.
                  Work with the Department of Defense and our Airport partners to secure the
                  best reuse of the Air Force Research Laboratory, which is now scheduled to
                  close in 2011.
                  Stay actively involved in the alignment study for the Williams Gateway
                  Freeway.
                  Increase Airport Authority staff interactions with their counterparts in our
                  member governments.


        3. Increase revenues, spend wisely, and move toward reducing the operating deficit.

           • Strategy: Our member governments expect the Airport Authority to break even at
             some point in the future. To accomplish this, it is imperative that we examine new ways
             of generating revenues and containing operating expenses. Growth of scheduled
             passenger service is absolutely critical to achieving this goal.




2007-2008 Strategic Business Plan               DRAFT                                                 Page 11
         Goals, Strategies, and Work Program (continued)
           • Currently Underway: Our two major sources of operating revenue are fueling
             services and leasing land and buildings.

              By maintaining our buildings and keeping land and building lease rates commensurate
              with the market, we have consistently generated maximum revenues from the available
              properties on the Airport. Maintaining a 96 percent occupancy rate is the goal that has
              been met for the last several years. By extending utilities to additional undeveloped land
              the Airport Authority can increase land rent revenues. We are improving our lease
              management processes to maximize land and building lease revenues.

              Gateway Aviation Services (GAS) has consistently generated profits in excess of its
              business plan. By relocating GAS to the General Aviation Center we have provided a
              modern, up-to-date facility for private pilots, business jets, and our military air crews.
              This should further increase Gateway Aviation Services’ contributions to our operating
              revenues.

              Additional operating revenues should be generated by commercial passenger service
              and scheduled cargo service. These activities will generate fuel sales, ramp services,
              equipment rentals, building rentals, retail sales, parking fees, ramp use fees, and
              landing fees. Our goal is to significantly increase these activities in order to continue to
              move toward a zero operating deficit. Other revenue generators for the Airport include
              our Information Technology telephone and Internet services, building maintenance
              services, U. S. Customs Services, and other smaller revenue centers.

              Our capital budget goal is to generate capital investments at least equal to our
              depreciation line item each year in order to increase the net value of the Airport. Since
              our depreciation line item annually exceeds $7 million, in order to meet this goal our
              Capital Investment Program must annually exceed $7 million. This is less than the
              annual capital needs shown in the Airport Master Plan, but it is greater than the average
              annual capital grant amounts we have received from FAA and ADOT over the last five
              years. Therefore, in order to meet this goal, we must work with FAA and ADOT to
              increase our capital funding.

              One of our major objectives this year is to update our Airport Master Plan. Coffman and
              Associates has been selected to perform the planning work and the first advisory
              committee meeting has been held. We expect the plan to be completed by the end of
              the fiscal year.

           • Major Work Elements:

                  Work with FAA and ADOT to fund the most critical airfield improvements
                  shown in the Airport Master Plan and the Airport Capital Improvements and
                  Major Maintenance Program.
                  Update the Airport Master Plan.
                  Develop a detailed financial business plan.
                  Increase revenues from passenger and cargo flights (see goals #4 and #5).
                  Expand Information Technology telephone and Internet services to
                  appropriate locations on the Airport to generate additional revenues.
                  Attract additional private investment in infrastructure and buildings.




2007-2008 Strategic Business Plan               DRAFT                                                  Page 12
         Goals, Strategies, and Work Program (continued)
           4. Establish scheduled cargo service.

                 • Strategy: For cargo the Airport Master Plan forecasts that in the short term Williams
                   Gateway Airport should expect to serve two feeder aircraft and one jet freighter the
                   size of a Boeing 727 daily. This required construction of a concrete aircraft parking
                   ramp of 65,700 square feet and an adjacent cargo building of 24,700 square feet.
                   Our strategy is to provide those facilities and the services necessary to accommodate
                   an initial cargo service and to build upon that service over time. Sky Harbor does not
                   intend to build additional cargo facilities; therefore, they are intent on assisting us in
                   attracting additional cargo services to serve the growing metropolitan area.

                 • Currently Underway: Williams Gateway Airport has been designated as a U.S.
                   Customs and Border Protection User Fee Airport, with Customs and Border
                   Protection inspection services. The Airport has also been designated as a Foreign
                   Trade Zone. The Arizona Direct Task Force has been created to assist us in our
                   cargo marketing efforts. We have attended the International Air Cargo Association –
                   Air Cargo Forum, and Air Cargo America, and we have made personal contact with
                   most of the major domestic and international freight carriers. The cargo ramp and
                   cargo building have been constructed to meet the demand forecast in the Airport
                   Master Plan.

                 •   Major Work Elements:

                        Arrange daily scheduled cargo service with one of the major domestic
                        overnight carriers.
                        Arrange weekly air cargo service with one or more major international
                        cargo carriers.

            5.       Expand scheduled passenger service.

                 • Strategy: Phoenix Sky Harbor International Airport is experiencing increasing
                   passenger traffic. Sky Harbor has partnered with us in order that Williams Gateway
                   Airport can successfully attract and accommodate commercial passenger service.
                   Williams Gateway’s major runway system and our location in the rapidly growing East
                   Valley are major assets which we can use to accomplish this goal. In order to handle
                   our first level of service (estimated at 100,000 enplaned passengers per year) the
                   Airport Master Plan suggests a passenger terminal of 32,461 square feet with 487
                   parking spaces. This is an interim solution, with the long-term solution being the
                   construction of a new passenger terminal on the east side of the Airport as soon as
                   demand warrants and utilities and infrastructure are in place to service the new
                   terminal. Our strategy is to provide to the airlines a very low cost option in the early
                   years to encourage the establishment of commercial service. The objective is to
                   leverage the current facilities and investments as much as possible, until sufficient
                   activity is reached to warrant the investment necessary to move to the east side.

                 • Currently Underway: An existing building has been remodeled as our passenger
                    terminal, comprised of about 24,000 square feet, with available parking for about 500
                    cars. We have launched an intensive marketing program to domestic air carriers.
                    Specific marketing efforts have included completing the Passenger Core Market
                    Analysis which identifies travel patterns and size of the market for airline passengers
                    in the region, one-on-one meetings with airline executives, and working closely with




2007-2008 Strategic Business Plan                  DRAFT                                               Page 13
        Goals, Strategies, and Work Program (continued)
                  local convention and visitor’s bureaus, tourism organizations, corporate travel
                  professionals and others. We have launched scheduled charter service by Vision Air to
                  Las Vegas, by Western to Bellingham, Washington, and by Sky Value to Gary/Chicago,
                  although the Bellingham and Gary service have since been discontinued. At the time of
                  this writing there are three additional airlines interested in beginning scheduled service
                  at Williams Gateway Airport. Our staff and our marketing consultants, Éclat Consulting,
                  continue to meet with airline route planners and other decision makers as well as to
                  network with other airports regarding scheduled point-to-point service. Also, in May,
                  2007, FAA published Capacity Needs in the National Airspace System which forecasts
                  that Sky Harbor will face capacity constraints by 2025.

                  In order to accommodate anticipated demand, we have completed the planning for an
                  additional 1,000 parking spaces on the Airport. We are developing policies to control
                  vehicle parking and ground transportation including revenue generation and
                  enforcement. With the assistance of Sky Harbor, we periodically survey Sky Harbor
                  passengers to determine their willingness to use Williams Gateway Airport. We have
                  also developed a database of more than 6,300 local residents who have committed to
                  using Williams Gateway Airport, and have also identified their primary destinations.

                  Our recent success with the Bellingham and Gary service give us cause to be optimistic
                  about future service as both routes generated significant ticket sales. Both of these start-
                  up operations were limited by slow ticket sales on their other routes, causing them to
                  cease operations. Both have indicated an interest in re-starting Mesa operations in the
                  coming months.

                  At the planning retreat in September, 2006, the Board of Directors asked the staff to
                  study the issue of changing the name of the Airport to add a geographic identifier such
                  as Mesa, Phoenix or Arizona. This was done at the suggestion of at least two
                  prospective airlines, which had encouraged such an action. Staff has since engaged
                  Barclay Communications to undertake a study of other airports which have taken such
                  an action within the past several years and airlines which may consider using this airport
                  for commercial service. The results of that study will drive further actions regarding a
                  specific name change and a companion study of the anticipated costs associated with
                  any such change.

              • Major Work Elements:

                       Establish scheduled service to Los Angeles, Las Vegas, Chicago, San Diego
                       or Denver.
                       Increase frequencies of service and available seats.
                       Accommodate 40,000 enplaned passengers in FY 2007-2008.
                       Consider changing the name of the Airport to reflect a geographic location.

         6.       Construct infrastructure to support aviation, research and development, office
                  space, aviation industries, and related uses on the Airport.

              •    Strategy: In addition to this Strategic Business Plan, there are several other
                   documents which guide our construction of capital projects. The major document used
                   for this purpose is the Airport Master Plan which sets out airfield infrastructure
                   requirements such as runway improvements, taxiways, storm drainage, airfield
                   electrical needs, lighting, and related projects. For those projects which are eligible for
                   state and federal funding, the Airport Master Plan becomes the basis for our annual
                   Airport Capital Improvements Program which is a companion document to this
                   Strategic Business Plan.


2007-2008 Strategic Business Plan                   DRAFT                                                Page 14
         Goals, Strategies, and Work Program (continued)
                Beyond the Airport Master Plan, there are requirements for capital investment in
                streets, sewer and water systems, supplemental storm drainage, and other facilities
                and utilities which are not included in the Airport Master Plan. Many of these projects
                are included in the Airport’s Capital Improvements Program for local funding, and are
                often included in the City of Mesa’s Capital Improvements Program.

                In addition to our own planning efforts, we have been participating with the Williams
                Area Development Partnership to coordinate capital investment programs with Arizona
                State University’s Polytechnic campus, Chandler-Gilbert Community College, the Gila
                River Indian Community, and adjacent landowners. This coordinating effort is critical to
                the continuing success of the entire Williams Gateway Area.

             • Currently Underway: Airfield improvement projects are designed to continue the
               transformation of the former military airport into a viable commercial facility. This
               involves the construction of taxiways parallel to the runways, as well as perpendicular
               taxiways at several locations along the runways. Exits from the runways to the
               taxiways must be designed to accommodate high speed aircraft exit maneuvers.

                In order to accommodate development on the Airport, taxiway access is necessary into
                the adjacent industrial and aviation areas. Taxiways have been constructed in the north
                general aviation area (Taxiway F and Taxiway G) and into the cargo ramp area
                (Taxiway K). Parallel taxiways A, B and C are partially constructed. Efforts must
                continue to complete Taxiways A, B, C and L.

                In order to encourage construction of additional employment centers on the Airport,
                additional roadways and utilities are necessary in accordance with the Airport
                development plan. This past year, The Airport Authority entered into a development
                agreement with Reliance Management for the development of about 50 acres of non-
                aviation property. The developer is charged with constructing the necessary utility
                infrastructure, adopting development standards and marketing the property, thus
                allowing the Airport staff to focus on aviation related projects (primarily passenger and
                cargo service) and utilizing Airport capital resources to meet aviation needs. There are
                additional off-Airport infrastructure needs which are considered more fully under goal
                #2.

             • Major Work Elements:

                    Complete an additional section of Taxiway B.
                    Increase interaction with Arizona State University Polytechnic campus to
                    develop an aviation-related research park.
                    Work more closely with the private sector to extend utilities and construct
                    facilities in the Airport’s south business park.

        7.   Work with the Federal Aviation Administration to protect arrival and departure
             procedures.

             • Strategy: Although we are not sure what FAA will call their airspace study for this part
               of the Albuquerque Center area, we have tentatively called it “Southeast 2006.”
               Whatever its name, and whenever it starts, we must be diligent in protecting Williams
               Gateway airspace. Also, as a part of this effort we will encourage the development of
               arrival and departure procedures for Williams Gateway Airport.




2007-2008 Strategic Business Plan               DRAFT                                                Page 15
        Goals, Strategies, and Work Program (continued)
           •    Currently Underway: We have an active history of protecting the airspace which
                serves the Airport and engaging the FAA regarding approach and departure
                procedures for the Airport. We are monitoring FAA’s progress in modifying the Sky
                Harbor Class B airspace to assure minimal negative impact on our operations. Staff
                regularly attends the Phoenix Airspace Users Work Group and its subcommittees. FAA
                is working with us to ensure the proper sequence of events to move the existing
                Instrument Landing System to Runway 30R. A new RNAV approach procedure for the
                Airport was published by FAA this year.

        8. Demonstrate to the community the positive aspects of the Airport.

           • Strategy: Williams Gateway Airport is a significant economic generator. In 2002,
             Arizona State University measured the annual economic impact of Williams Gateway
             Airport at over $250 million. Today, we estimate the annual economic impact to have
             grown to more than $350 million. The Airport Authority needs to continue to remind the
             community of the significant role that the Airport plays. By raising the awareness of the
             general public regarding the Airport and the services and jobs which it provides, our
             relationship with the community will continue to improve.

           • Currently Underway: The Airport employs a public information officer and a
             community relations coordinator to work with the media and the community regarding
             the Airport’s message. The Fly Friendly program was created several years ago and
             has resulted in improved community relations and decreased noise complaints. Our
             community relations program has expanded over the past several years to include not
             only our Web site and our periodic newsletter, but also presentations to service
             organizations and community groups, tours of the Airport for schools, scouting groups,
             and others, and the use of the Gateway Gus mascot at appropriate public events.
             Positive press releases are frequently sent to the press and are posted on our Web site,
             which has been substantially upgraded. We respond to all noise complaints. We’ve
             completed the installation of the T-38 static display and the Migration of Flight entrance
             features at Sossaman Road. We have developed a community park adjacent to the
             General Aviation Center and have added several new community PowerPoint
             presentations to our arsenal of community relations tools. A table-top display has been
             created for community meetings.

               We have engaged the services of Barclay Communications as a public relations and
               media consultant in an effort to improve our standing with the press and to improve the
               amount of press coverage we receive.
               An annual Airport Open House has been held since 2004. The Open House attracted
               over 6,300 guests in 2007.

          • Major Work Elements:

                  In conjunction with new commercial service, and/or if the Board makes a
                  decision to change the name of the Airport, expand our media relations into a
                  comprehensive advertising campaign within the community to actively
                  promote the new name and our role as a commercial service Airport.
                  Review the effectiveness of the Barclay Communications’ public relations
                  contract and decide whether to renew, issue a new RFP, or discontinue such
                  an effort for 2008-2009.
                  Create a speakers bureau.




2007-2008 Strategic Business Plan              DRAFT                                               Page 16
        Goals, Strategies, and Work Program (continued)

        9. Improve and expand facilities and services for general aviation.

           • Strategy: General aviation refers to all types of aviation activities except commercial
             passenger service, cargo, and military. At Williams Gateway Airport, our major general
             aviation activities include flight training, air ambulance, U.S. government agencies,
             business jets, private charters, and aircraft retrofit and repair. For planning purposes,
             military aircraft activities are treated as general aviation because most military activity is
             related to maintenance or cross-country flying similar to business jet activity.

              Currently, general aviation constitutes our largest revenue generator, including fuel
              sales, ramp services, and building rentals. The Airport Master Plan forecasts that
              general aviation will continue to constitute the dominant use of the Airport in terms of
              operations. We continue to improve services to general aviation in order to increase
              our revenues, especially with respect to the larger business jets. Our fueling and ramp
              services for general aviation have always been of high quality.

           • Currently Underway: We completed the remodel of the interior of an existing building
             for use as our General Aviation Center, relocating general aviation away from the
             Passenger Terminal. The new General Aviation Center includes our fuels desk, a pilot
             lounge, flight planning room, conference room, pilot shop, restaurant, rental car facility,
             rest rooms and vending machines. We continue to work to develop an aircraft
             maintenance capability at the Airport. A general aviation development and service plan
             has been prepared for internal use by staff. A private developer is constructing hangars
             for general aviation aircraft.

              •   Major Work Elements:

                      Complete storm drainage line to serve general aviation lots.


        10. Explore options involving other partners.

            • Strategy: As Williams Air Force Base was closing in 1991, a group of local
              governments was actively involved in discussing the reuse of the aviation facilities as a
              public airport. This group included Mesa, Gilbert, and Queen Creek, as well as
              Maricopa County, Chandler, Apache Junction, and the State of Arizona. When it came
              time to create the Airport Authority, only Mesa, Gilbert, Queen Creek, and the Gila
              River Indian Community became engaged. The Airport Authority believes it is
              appropriate at this time to invite other local governments to consider joining in the
              operation and management of the Airport.

               In the past year, Phoenix has become a member of the Airport Authority, contributing
               substantially to the Airport’s operating and capital funding levels.

            • Currently Underway: Several discussions have taken place with Apache Junction.
              We continue to emphasize the Airport’s economic benefits and its positive impact on
              quality of life in the Valley. Apache Junction has expressed a desire to keep informed
              about the financial obligations which may face member governments over the next
              several years.




2007-2008 Strategic Business Plan                DRAFT                                                 Page 17
                                                                         Airport Administration
                                                                   5835 South Sossaman Road
                                                                         Mesa, Arizona 85212
                                                                     Telephone: 480-988-7600
                                                                           FAX: 480-988-2315



Action Item                                                   RESOLUTION NO. 07-19

To:          Board of Directors
From:        Doug Drown, Director of Finance
Through:     Lynn F. Kusy, Executive Director
Re:          Property and Casualty Insurance Coverage – Willis of Arizona, Inc.
Date:        June 4, 2007

Proposed Motion:
Approve Resolution No. 07-19 authorizing the Airport insurance broker, Willis of
Arizona, Inc., to purchase insurance for the Airport for period July 1, 2007 to July 1,
2008 at a total cost of $240,728, as follows:

   •   Property, Mobile Equipment, and Automobile coverage from St. Paul Travelers
   •   Fuel Farm coverage from National Union Fire Insurance Co of Pittsburgh (AIG)
   •   Airport Liability coverage from ACE
   •   Crime coverage from St. Paul Travelers
   •   Public Officials Liability from Hiscox USA

Narrative:
Willis has shopped the insurance market on our behalf and submitted their
recommendations for FY 2008 insurance coverages to replace the existing policies which
end July 1, 2007. (Our employee benefits and workers’ compensation insurances are
purchased on a calendar year basis and will be considered separately in December.) In
addition to the bids received, several insurance companies declined to submit bids based
on their choice not to serve that market or their inability to compete with existing coverage
prices.

Our last insurance renewal was effective October 1, 2006. In order to match future
insurance years with our fiscal year and to secure a better schedule for shopping our
insurance coverages, we purchased coverage for a shortened period ending June 30,
2007. With this cycle, we are returning to purchasing a full year of coverage, now
corresponding to our fiscal year.
The proposed insurance package provides basically the same levels of coverage as last
year, except for an increase in our airport liability coverage from $50 million to $75 million.
Total cost would increase by $6,095 (3%) from last year to $240,728. Without the
increased liability coverage, total premium costs would be down $14,393.

A representative from Willis plans to attend the Board meeting in June to answer questions
relating to this insurance coverage.

Attachments:      Exhibit A – Summary of Insurance Coverage
                  Willis Insurance Proposal


                                            8-1
                                                                                      Rev. 09-04
                                                                  RESOLUTION NO. 07-19

WHEREAS, the Williams 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 Williams Gateway Airport (“Airport”); and

WHEREAS, the Airport Authority desires to obtain various insurance coverages;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Williams Gateway Airport
Authority as follows:

     The Williams Gateway Airport Authority Board of Directors hereby authorizes the
     Airport insurance broker, Willis of Arizona, Inc., to purchase Property and Casualty
     Insurance for the Airport for period July 1, 2007 to July 1, 2008 at a total cost of
     $240,728 as listed below:

     •    Property, Mobile Equipment, and Automobile coverage from St. Paul Travelers
     •    Fuel Farm coverage from National Union Fire Insurance Co. of Pittsburgh (AIG)
     •    Airport Liability coverage from ACE
     •    Crime coverage from St. Paul Travelers
     •    Public Officials Liability from Hiscox USA

     This Resolution also authorizes the Chairman or Executive Director to execute such
     Agreement, with such insertions, deletions, and changes as may be approved by the
     chairman or Executive Director.

Passed and adopted by the Williams Gateway Airport Authority this 18th day of June 2007.

ATTEST:



CLERK                                                      CHAIRMAN




APPROVED AS TO FORM:




ATTORNEY




                                              8-2
                                                                                      Rev. 09-04
                                                                                         Exhibit A



    DETAILED SUMMARY OF PROPERTY & CASUALTY INSURANCE COVERAGE
                         Willis of Arizona, Inc.


Broker Fees:
The cost of this purchase excludes commissions and broker fees. Willis is compensated
under a separate flat-rate agreement at $26,000 per year for services relating to these
coverages. (We pay Willis an additional fee for their efforts relating to employee benefits
coverages.)

Budget Considerations:
In our FY08 budget, we included $260,305 for premiums on the proposed coverages. The
$240,728 cost, including a $25 million increase in Airport Liability coverage, is $19,577 (8%)
less than budgeted.

                                  Prior Policy     FY08    Proposed Difference
                                 (annualized)     Budget   Spending from Budget
    Property                     $      73,087    $78,003    $67,838   ($10,165)
    Inland Marine                       10,838      15,795    13,667     (2,128)
    Boiler & Machinery                   7,721       8,239     7,123     (1,116)
    Fuel Farm                           22,486      27,177    26,250       (927)
    Airport Liability                   37,329      42,342    54,028     11,686 Increased coverage
    Automobile                          50,534      53,923    48,037     (5,886)
    Crime                                3,840       4,098     3,840       (258)
    Public Officials Liability          28,798      30,729    19,945    (10,784)
                                     $234,633     $260,305  $240,728   ($19,577)


Discussion by Type of Coverage:
Insurance rates are generally flat or down from last year.

•    Property - Excluding Fuel Farm
    Property coverage includes buildings, the personal property inside, navigational aids,
    other fixed improvements, and potential losses of business income due to inability to use
    insured assets. Value of assets covered is similar to last year. We have increased
    coverage by 15% to $5.25 million for potential losses to business income due to
    buildings becoming unusable. Total coverage: $68.6 million, up 1%. Deductible:
    $10,000. Annual premium is down 7% from last year to $67,838.

    Willis recommends renewal with Travelers. We received a lower bid (by $2,629) from
    Great American for this coverage, but it would create another problem in that Great
    American will not write WGAA’s auto policy. And Travelers will not write auto coverage
    on a stand-alone basis. Willis approached several markets to write auto insurance in
    conjunction with the property and inland marine coverages. Of those markets, Travelers
    offers the most competitive package pricing. Willis also approached two stand-alone
    auto markets in an attempt to offer auto coverage in conjunction with the Great American
    quote. One declined to quote. The other could not offer competitive pricing. An


                                                 8-3
                                                                                         Rev. 09-04
    additional advantage of the Travelers program is that it has been customized to provide
    coverage for our fire trucks.

    Recommendation: Renew coverage with Travelers, the existing carrier.

•   Inland Marine (Mobile Equipment)
    This insurance covers 62 mobile equipment items. (Automobiles are insured
    separately.) These assets are insured at actual cash values, which are estimated by our
    staff annually. Coverage amounts totaling $2.4 million are up 48% from last year due to
    addition of our leased fuel trucks and several new equipment items. We make such
    additions and corrections during the insurance year as we become aware of them.

    The premium rate is down 15%, but the $13,667 premium is up 26% due to the
    additional items being insured. Travelers offered the lower of two bids we received on
    this coverage. We also considered increasing deductibles on this policy, but we found
    that the reductions in premiums did not offset the increase in risk.

    Recommendation: Renew coverage with Travelers, the existing carrier.

•   Boiler & Machinery
    This coverage is for catastrophic mechanical failure of large equipment items. It is
    attached to the Property policy. The primary insured items for us are the backup
    electrical power generators. Coverage is automatically the same $6.3 million in personal
    property included in the property coverage, but only large mechanical items meeting
    policy definitions are subject to claims. Premium is $7,123, down 8% from last year.

    Great American submitted a lower bid (by $3,915) for this coverage, but since this policy
    is part of the property policy, it cannot be bought on a stand-alone basis from Travelers
    or Great American. See further discussion in the Property section above.

    Recommendation: Renew coverage with Travelers, the existing carrier.

•    Property – Fuel Farm
    Due to the risks from fuel stored in this area, Travelers is unwilling to cover the fuel farm
    in our regular property coverage, so it is insured with another carrier. Asset values
    covered are up 5% to $2.5 million and we have increased coverage 17% to $770,000 for
    losses to business income should the facility became unusable. Total coverage is $3.3
    million, up 8%. Premium is $24,250, up 8%. In addition, the carrier has imposed a new
    $2,000 annual inspection fee. With this fee, the cost is up 17%. No other carriers bid on
    this coverage.

    Recommendation: Renew coverage with the existing carrier, AIG, at a cost of $26,250.

•    Airport Liability
    Airport liability insurance covers third party losses due to bodily injury and property
    damage. The current policy limit with Global Aerospace is $50 million, however
    hangarkeepers coverage (for damage we might cause to aircraft while in our control and
    keeping) is limited to $25 million. Personal injury and non-owned aircraft coverages are
    limited to $25 million and $15 million, respectively.

    Contrary to what they promised us last year, Global Aerospace is charging a $1,941
    cancellation premium for the short insurance year. Our broker has been unable to get


                                            8-4
                                                                                       Rev. 09-04
    them to waive this fee. This will be a FY2007 expense, so it is not included in the
    FY2008 totals.

    ACE offered the best price for coverage equivalent to last year and included coverage
    improvements, as well. They are offering $50 million in coverage for all categories,
    including hangarkeepers, personal injury and non-owned aircraft coverages and several
    other improvements in coverage, including zero deductible for hangarkeepers, for a
    premium of $33,540, down 10% from last year’s cost with Global Aerospace.

    We can increase all liability coverages from $50 million to $75 million for an additional
    $20,488. Going to $100 million in coverage would cost an additional increment of
    $10,102. Global Aerospace offered similar pricing ($2,886 lower in one case), but I
    consider the increased limits, zero deductible, and other features in the ACE proposal to
    be worth more than the difference in price.

    For all of the above quotes, war coverage is included, but TRIA (terrorism) coverage is
    excluded, in keeping with City of Mesa’s insurance choices.

    Chandler and Mesa carry $30 million and $50 million, respectively, in liability coverage
    for their municipal airports. Neither of those airports carries the volume of flights,
    passengers, or size of aircraft that we do.
    Recommendation: Purchase $75 million in liability coverage from ACE, at a cost of
    $54,028 (an increased cost of $20,488 from the cost to renew current coverage levels).

•    Automobile
    Auto coverage includes $1 million in liability coverage for vehicles driven on public
    streets. (The airport liability policy provides another layer of auto liability coverage for
    amounts from $1 million up to $25 million.) Comprehensive/collision coverage is
    maintained with $1,000 deductibles on vehicles with model years of 2000 or later and is
    not purchased for vehicles older than that. Thirty-seven vehicles are covered, the same
    total as last year. The $48,037 annual premium is down 5% from last year. (Also see
    related discussion under Property – excluding Fuel Farm.) Travelers was the only
    carrier to provide competitive quotes for this coverage.

    Recommendation: Renew coverage with Travelers, the existing carrier.

•   Crime
    This policy provides $1 million in coverage for losses of money, securities and any other
    property when caused by dishonest acts committed by employees acting alone or in
    collusion with others. $25,000 deductible. Annual premium is unchanged at $3,840.

    No other carriers submitted bids for this coverage. We considered increasing
    deductibles on this policy, but we found that the reductions in premiums did not offset
    the increase in risk.

    Recommendation: Renew coverage with Travelers, the existing carrier.

•    Public Officials Liability
    This policy provides liability coverage against wrongful acts, including fiduciary
    responsibilities, of directors, officers and employees, and employment practices. Policy
    limit is $1 million, with a $25,000 deductible. Annual premium is $19,945, a 31%
    decrease from last year.


                                            8-5
                                                                                       Rev. 09-04
    Four carriers submitted bids on this coverage. We received two lower quotes for this
    type of coverage, but several features of their coverage were inferior, so our broker has
    advised us against purchasing those policies.

    We considered doubling or quadrupling the deductible to save on premium costs, but the
    savings were not considered worth the added risk.

    Our broker has suggested that we consider increasing our coverage in this area to $3
    million (or more). It would cost an addition $15,666 to go to $3 million plus another
    $10,106 to move on up to $5 million. Our risk here is minimal on the directors side, but
    as long as we have employees, there is a chance of lawsuits relating to employment
    practices. Considering our relatively small number of employees and our history of no
    claims, I believe there is little risk of losses exceeding our current coverage during the
    next year. Our broker tends to agree and has advised that increasing airport liability
    coverages should be more important for us because of the catastrophic nature of airport
    liability exposure.

    Recommendation: Purchase coverage from Hiscox USA at $1 million level.

•   Environmental
    We have never purchased environmental insurance. Environmental coverage for the
    entire airport would likely cost somewhere in the low $100,000’s for a five year policy.
    The broker felt, however, that most of our environmental risk is at our fuel farm. Cost for
    environmental insurance for the fuel farm would be about $6,000 per year.

    I met with our broker, called some of our member governments, and discussed the risks
    with several of our staff. Based on our analysis, staff determined that the environmental
    risks are quite small. Considering our regular inspections and the fact that our fuel tanks
    are above-ground and they have larger-than-required retention areas provided for the
    tanks, we consider the costs to exceed the risks. Most local municipalities apparently
    agree, as they do not purchase this coverage, even for underground fuel tanks.

    Recommendation: Do not purchase environmental insurance.




                                            8-6
                                                                                      Rev. 09-04
                                                                           Airport Administration
                                                                     5835 South Sossaman Road
                                                                           Mesa, Arizona 85212
                                                                       Telephone: 480-988-7600
                                                                             FAX: 480-988-2315



Action Item                                                     RESOLUTION NO. 07-20
   To:          Board of Directors
   From:        Mike N. Williams, A.A.E., Development Manager
   Through:     Lynn F. Kusy, Executive Director
   Re:          SWCA Environmental Consultants, Inc.
   Date:        June 11, 2007

   Proposed Motion:
   Approve Resolution No. 07-20 authorizing a three-year contract for On-Call Cultural
   Resources Services with SWCA Environmental Consultants, Inc. for period July 1,
   2007 to June 30, 2010 at a cost not to exceed $200,000 per year. Contract includes two
   one-year options.

   Narrative:
   In support of our Capital Improvement Program, WGAA requires on-call cultural resources
   services. At various times, investigations of archeological and historical sites on the Airport
   are necessary to identify and evaluate the significance of any cultural resources (including
   prehistoric and historic sites and structures). These archeological and historic sites may be
   impacted by construction projects. Annual reporting is necessary to maintain compliance
   with State of Arizona requirements.

   In order to fulfill these requirements, a professional firm with experience in archaeological
   research, record checks, surveys, testing, monitoring or other significant evaluations and
   data recovery programs is needed. In addition, there is an occasional need for historic
   preservation services that include historical and architectural research, surveys,
   assessments, documentation, and the preparation of nominations to the National Register
   of Historic Places for archaeological sites and historic buildings and structures.

   A Request for Qualifications was issued in 2006, and a pre-proposal conference was held on
   October 25, 2006. Six responses were received from the following companies:

   1. Carter and Burgess Incorporated                4. SWCA Environmental Consultants, Inc.
   2. EcoPlan Associates Incorporated                5. The Louis Berger Group Incorporated
   3. Statistical Research Incorporated              6. URS Corporation

   An evaluation committee consisting of WGAA staff and representatives from the City of Mesa
   and Town of Queen Creek reviewed and ranked SWCA as the most qualified firm. Specific
   services to be performed under this agreement will be documented via an Authorization for
   Services (AOS), which will identify the scope of work, compensation, deliverables and other
   terms associated with the specific service. Depending on the work to be performed, the
   pending AOS could be funded by grants from ADOT Aeronautics, the Federal Aviation
   Administration or other local sources

   Attachment




                                              9-1
                                                                                        Rev. 09-04
                                                                  RESOLUTION NO. 07-20


WHEREAS, the Williams 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 Williams Gateway Airport (“Airport”); and

WHEREAS, the Airport Authority desires to enter into an on-call cultural resources services
contract;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Williams Gateway Airport
Authority as follows:

       The Williams Gateway Airport Authority Board of Directors hereby approves
       a three-year contract for On-Call Cultural Resources Services with SWCA
       Environmental Consultants, Inc. for period July 1, 2007 to June 30, 2010 at a
       cost not to exceed $200,000 per year. Contract includes two one-year options.
       This Resolution also authorizes the Chairman or Executive Director to
       execute such Agreement, with such insertions, deletions, and changes as
       may be approved by the Chairman or Executive Director.


Passed and adopted by the Williams Gateway Airport Authority this 18th day of June 2007.


ATTEST:




CLERK                                                      CHAIRMAN




APPROVED AS TO FORM:




ATTORNEY



                                              9-2
                                                                                      Rev. 09-04
                                                                       Airport Administration
                                                                 5835 South Sossaman Road
                                                                       Mesa, Arizona 85212
                                                                   Telephone: 480-988-7600
                                                                         FAX: 480-988-2315




Action Item                                                 RESOLUTION NO. 07-21

To:         Board of Directors
From:       Walt Fix, Director of Operations and Maintenance
Through:    Lynn F. Kusy, C.M., C.A.E., Executive Director
Re:         Airport Rates and Charges
Date:       June 4, 2007

Proposed Motion:
Approve Resolution No 07-21 adopting the Airport Rates and Charges schedule to be
effective July 1, 2007, superseding all previous rates.

Narrative:
Federal Grant Assurance #24 requires the Williams Gateway Airport Authority to “maintain
a fee and rental structure for the facilities and services at the airport which will make the
airport as self-sustaining as possible under the circumstances existing at the particular
airport, taking into account such factors as the volume of traffic and economy of collection.”

To comply with this assurance, WGAA has established a schedule of rates and charges
with annual reviews. The process includes reviewing each fee, determining any applicable
cost recovery factors, or comparing our fees against other airports (market analysis). From
there, staff makes a subjective determination on what we would consider to be fair and
reasonable, given our particular circumstances. The majority of changes to this year’s rates
and charges are adjustments to reflect an across the board increase of 3.5 percent,
rounded to the nearest dollar.

The proposed rates and charges are then forwarded to our Airport tenants and users for
their review and comment. The most recent comment period was March 16 to April 18,
2007; no comments were received.

In summary, we propose the following changes:

1.    Fees to increase 3.5 percent across the board including the aircraft ramp tie-down fees,
      U.S. Customs service user fees, meeting area, room rental, and public records request
      fees.

2.    Aircraft Landing Fee: The aircraft landing fee will not increase this year, remaining at
      $0.99 per 1000 lbs. maximum gross landing weight.
      .


                                          11-1
                                                                                    Rev. 09-04
3. Special Staff Assistance and Equipment/Service Fees: Current hourly and daily rates
   will increase 3.5 percent across the board.

4. Airport Security Fees: The security badge fee will increase from $15.00 to $20.00, with
   replacement badge fees increasing from $30.00 to $40.00. Tenant facility keys will
   increase to $5.00 per key, and a lock core change will increase to $52.00. In addition, the
   following items have been added to our published Rates and Charges:

       a. Access control card (initial) = $20.00
       b. Access control card (replacement) = $40.00
       c. Contractor badge fee with arm band = $25.00

5. Fire Suppression Services: Increase the rate per square foot of floor space from $.46
   to $.48 per year and increase the south ramp connection fee from $184,230 to $190,678.
   Increases reflect the 3.5 percent adjustment and maintenance of the new fire
   suppression facilities.


Attachment:     Airport Rates and Charges




                                        11-2
                                                                                  Rev. 09-04
                                                                  RESOLUTION NO. 07-21



WHEREAS, the Williams 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 Williams Gateway Airport (“Airport”); and

WHEREAS, the Airport Authority desires to adopt revised Airport Rates and Charges;

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Williams Gateway Airport
Authority as follows:


       The Williams Gateway Airport Authority Board of Directors hereby adopts the
       attached Airport Rates and Charges schedule to be effective July 1, 2007,
       superseding all previous rates.



Passed and adopted by the Williams Gateway Airport Authority this 18th day of June 2007.



ATTEST:




CLERK                                                      CHAIRMAN




APPROVED AS TO FORM:




ATTORNEY

                                             11-3
                                                                                      Rev. 09-04
                                        PROPOSED Airport Rates and Charges
                                                                                                  Effective July 1, 2007


General and Special Use Items

                                   $0.99 per 1,000 lbs. maximum gross landing weight (MGLW). FAR Part 135 and 121
                                   operators pay a landing fee based on weight or $5.00 minimum (whichever is greater).
Aircraft Landing Fee
                                   Exemptions: 1. U.S. Government owned aircraft
                                               2. Non-revenue and flight training aircraft up to 35,000 lbs.
                                   $0.11 per gallon - paid to WGAA by any entity or person dispensing fuel on the Airport in
Aviation Fuel Flowage Fee
                                   accordance with WGAA Aviation Fuel Storage, Dispensing & Handling Guidelines.
                                   Category (based on MGLW)                           Monthly Tie-down Fee (2-month min.)

Aircraft Open Ramp Tie-Down Fees   < 5,000 lbs.                                       $41.00
                                   5,001 – 12,500 lbs.                                $91.00
(Space subject to availability)    12,501 – 35,000 lbs.                               $187.00
                                   35,001 – 100,000 lbs.                              $295.00
                                   100,001 – 255,000 lbs.                             $626.00
                                   255,001 lbs. >                                     $1,232.00
                                   Category (based on MGLW)                           Amount (per aircraft arrival)
                                   < 5,000 lbs.                                       $49.00
                                   5,001 – 12,500 lbs.                                $134.00
                                   12,501 – 35,000 lbs.                               $241.00
                                   35,001 – 100,000 lbs.                              $348.00
U.S. Customs Service User Fees     100,001 – 255,000 lbs.                             $455.00
                                   255,001 lbs. >                                     $562.00
                                   Regular service hours are Monday – Friday, 0830-1630 hrs MST. After hours by
                                   appointment only. For after-hours appointments, there will be a minimum two-hour
                                   fee of $300 in addition to the standard user fee shown above. Two hours after the
                                   aircraft’s scheduled arrival time, each additional 30 minutes required of the US Customs
                                   Inspector will incur a $45 fee above the $300 minimum.
                                   Location                              Hourly Rate *                   Daily Rate *
                                   5803 S. Sossaman Rd.
                                                                         $37.00                          $187.00
                                   Conference Room
                                   5835 S. Sossaman Rd.
                                                                         $49.00                          $241.00
                                   Board Room
Meeting Area & Room Rental Fees    5835 S. Sossaman Rd.
                                                                         $37.00                          $187.00
                                   Conference Room
                                   * Plus 2.25% sales tax
                                   Subject to availability. Additional fees may include long distance phone charges or
                                   equipment use. After normal business hours additional security staffing fees may be
                                   applied, if not arranged otherwise by renter.
                                   Staff Position                                        Hourly Rate *
                                   Airfield Operations Specialist                        $60.00
                                   Airfield Maintenance Technician                       $60.00
Special Staff Assistance Fees      Airport Security Specialist                           $60.00
                                   Facilities Maintenance / Trades Specialist            $71.00

                                   Minimum staff charge is one (1) hour during business hours, four (4) hours for after hour
                                   callbacks. Any parts or material subject to applicable taxes.


Draft 03/07/07
                                    Item *¹                                    Hourly Rate             Daily Rate (8 Hours)
                                    High-Intensity Light Cart                  $66.00                  $245.00
                                    Pavement Sweeper – vacuum truck            $114.00                 Not available
                                    Pavement Sweeper – kick broom              $78.00                  $544.00
                                    Water Truck *²                             $114.00                 $784.00
Special Airport Equipment &
Service Fees                        *¹ Equipment rate includes fuel and a qualified operator, as appropriate; subject to
                                       availability and applicable sales taxes
                                    *² Plus water usage
                                    Item                                        Monthly Fee / One-Time Fee
                                    Lavatory Waste Dump Fee                     $104.00 / $36.00
                                    International Trash Disposal Fee            $52.00 / $26.00

                                    Security badge fee = $20.00 *¹
                                    Access control card fee = $20.00
                                    Contractor badge fee with arm band = $25.00
                                    Replacement badge fee = $40.00
                                    Replacement access control card fee = $40.00
                                    Criminal History Record Check = $52.00
Airport Security Fees
                                    Tenant facility key = $5.00
                                    Lock core change/new = $52.00

                                    *¹ Law enforcement and emergency response personnel are exempt from badge fees,
                                    except replacement badge fees.

                                    $.29 per page (copy). Complete documents available per current price list - contact
Public Records Request Fee
                                    Airport Administration.

                                    $.48 per square foot of floor space (per year) + $250.00 set-up charge. Billed
Fire Suppression Services           in monthly installments. (15% of annual fees required as security deposit.)
                                    South ramp connection fee = $190,678.00

                                    $100.00 minimum or actual cost of airport or contracted clean up of fuel and other
Hazardous Materials Response Fee
                                    hazardous material spills exceeding five (5) gallons and/or entering a storm drain.


Airport Rental Car Concession Fee   $150.00 per month or 5% of gross revenues, whichever is greater.




Draft 03/07/07

				
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