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THIRD ADDENDUM TO "AMENDED PULLMAN-MOSCOW REGIONAL AIRPORT COOPERATION AGREEMENT" AND "PULLMAN-MOSCOW REGIONAL AIRPORT SUPPLEMENTAL COOPERATION AGREEMENT FOR SHARING COSTS OF NEW TERMINAL FACILITY" WHEREAS, the Second Addendum to the "Amended Pullman- Moscow Regional Airport Cooperation Agreement" and "Pullman-Moscow Regional Airport Supplemental Cooperation Agreement for Sharing Costs of New Terminal" was approved in 1999; and, WHEREAS, the parties to the Second Addendum to the Amended Pullman-Moscow Regional Airport Cooperation Agreement are the city of Pullman, a municipal corporation of the state of Washington (hereinafter referred to as "Pullman") , the city of Moscow, a municipal corporation of the state of Idaho (hereinafter referred to as "Moscow") , the Port of Whitman County, Washington, Washington a municipal (hereinafter corporation of the state of referred to as "Port") , Latah County, Idaho a political sub-division of the state of Idaho (hereinafter referred to as "Latah County") , Washington State University, an institution of higher education of the state of Washington (hereinafter referred to as "WSU") and the University of Idaho, an institution of higher education of the state of Idaho (hereinafter referred to as "U of entered into an agreement entitled "Pullman-Moscow Regional Airport Supplemental Cooperation Agreement For Sharing Costs of New Terminal Facility" (hereinafter referred to as the ''Agreement") i and, Page 1 of 11 Pages 2006-46 ---PAGE BREAK--- WHEREAS, the parties to the Second Addendum to the Amended Pullman-Moscow Regional Airport Cooperation Agreement mutually agree that the Second Addendum should be rescinded in its entirety and the instant Third Addendum to the Amended Pullman-Moscow Regional Airport Cooperation Agreement shall replace and supersede all terms of the Second Addendum; now, therefore, IT IS HEREBY AGREED that the composition of the Airport board as set forth in the "Amended Pullman-Moscow Regional Airport Cooperative Agreement" executed December of 1971 is hereby amended as follows: the All operations and management of the said airport shall be vested in an airport board consisting of nine ( 9) members as follows: The Mayor of the City of Pullman, the Mayor of the City of Moscow, one person appointed by the usual and lawful method of appointment of the city of Pullman, one person appointed by the usual and lawful method of appointment of the city of Moscow, one ( 1) person appointed by the Port Commission of the Port of Whitman County, one person appointed by the Commissioners of Latah County, one person appointed by Washington State University, one person appointed by the University of Idaho, and one person to be appointed by a majority vote of the eight ( 8) members above designated. The duration, termination, and revocation of any appointment shall be within the sole discretion and control of the appointing authority and each appointing authority may appoint an alternate to serve in the absence or incapacity of any board member appointed to it. iand, IT IS FURTHER AGREED that paragraph No. 6 of Pullman-Moscow Regional Airport Supplemental Page 2 of 11 Pages in ---PAGE BREAK--- Cooperation Agreement for Sharing Costs of Terminal Facility executed in 1987 reads as follows: 6. OWNERSHIP AND CONTROL New Ownership and control during life of debt. Ownership of the "new terminal facility" as the term "new terminal facility is defined in Operative Provision No. 2 of this Agreement during the life of the debt to be incurred by "Pullman" pursuant to the provisions of Operation Provision No. 5(b) of this Agreement shall be bested in "Pullman"; and during the aforedescribed period control as the term "control" is defined herein shall be vested in \\Pullman", "Moscow", the "Port", and "Latah County" according to the terms and conditions of the "Amended Agreement" and any regulations, rules, and by-laws which the "Board" may make or adopt for the conduct of the business of the "Board" all of which shall be limited by and further subject to: The right of "Pullman11 1 "Moscow'', "Port", and "Latah County" to participate in voting on decisions pertaining to the control of the "new terminal facility" as set forth in subsection and the exercising of the veto power on decisions pertaining to the "new terminal facility" as 1;let forth in subsection . The word "control" shall mean decisions on all matters having to do with the design, construction, furnishing, operation, and maintenance of the "new terminal facility", and all decisions regarding budget control of the "new terminal facility". is hereby amended to read as follows: Page 3 of 11 Pages ---PAGE BREAK--- the 6. OWNERSHIP AND CONTROL Ownership and control during life of debt. Ownership of the "new terminal facility" as the term "new terminal facility" is defined in Operative Provision No. 2 of this Agreement during the life of the debt to be incurred by "Pullman" pursuant to the provisions of Operation Provision No. 5(b) of this Agreement shall be vested in "Pullman"; and during the aforedescribed period control as the term "control" is defined herein shall be vested in '\Pullman", "Moscown, "Port", "Latah County" I \\WSU'1 and "U of I" according to the terms and conditions of the "Amended Agreement" and any regulations, rules, and by-laws which the "Board" may make or adopt for the conduct of the business of the "Board" all of which shall be limited by and further subject to: The right of "Pull mann 1 '\Moscow", "Port u I "Latah County" , "WSU" and "U of I" to participate in voting on decisions pertaining to the control of the "new terminal facility" as set forth in subsection and the exercising of the veto power on decisions pertaining to the "new terminal facility" as set forth in subsection The word "control" shall mean decisions on all matters having to do with the design, construction, furnishing, operation, and maintenance of the "new terminal facility", and all decisions regarding budget control of the "new terminal facility". IT IS FURTHER AGREED that paragraph No. 6 of Pullman-Moscow Regional Airport Supplemental Cooperation Agreement for Sharing Costs of New Terminal Facility executed in 1987 reads as follows: Page 4 of 11 Pages ---PAGE BREAK--- Right to vote. In order for a party to this Agreement which could have the right to vote on decisions pertaining to the control of the "new terminal facility" e. "Pullman¶ 1 "Moscow", "Port", and "Latah County") to be able to exercise its vote, the party prior to exercising its vote must be current in both: ( 1) its minimum expected payment for airport operational expenses which for 1987 is "Pullman"- $15, 750, "Moscow- -$15, 750, the "Port"- $15,750, Latah County--$7,500, and the payment of its contributory share for the construction of the "new terminal facility" as set forth in subsection 5 [the "Port"--$15, 750], and its full expected contributory share as set forth in subsection 5 [ "Moscow"-- $15, 750], subsection 5 ["Latah County"--$7,500], subsection subsection 5 [as to the balance required by "Pullman"] of this Agreement. is hereby amended to read as follows: Right to vote. In order for a party to this Agreement which could have the right to vote on decisions pertaining to the control of the "new terminal facility" e. "Pullman", "Moscow", "Port 11, "Latah County", "WSU", and "U of to be able to exercise its vote, the party prior to exercising its vote must be current in both: its minimum expected payment for airport operational expenses as established in the annual airport budget, which for 2006 is "Pullman"--$29,067, "Moscow- $29,067, the "Port"- $20,500, Latah County--$15,000; "WSU"-- $18,317; and "U of I"--a minimum of $7,500, and the payment of its contributory share for the construction of the "new terminal facilityu as set forth in subsection 5 [the "Port" 750], Page 5 of 11 Pages ---PAGE BREAK--- the and its full expected contributory share as set forth in subsection 5 ["Moscow"-- $15, 750], subsection 5(e) [ "Latah County"--$7, 500], subsection 5(f) ( "WSU--$7, 500), subsection 5(g) ( "U of I" 500) and subsection 5(h) [as to the balance required by "Pullman"] of this Agreement. IT IS FURTHER AGREED that paragraph No. 6 of Pullman-Moscow Regional Airport Supplemental Cooperation Agreement for Sharing Costs of New Terminal Facility executed in 1987 reads as follows: "WSU" and "U of I" are presently not members of the "Board" nor does this Agreement give either of them membership status; and as subscribers for the services of the "new terminal facility" neither will vote on decisions pertaining to the control of the "new terminal facility" but either may bring before the "Board" whatever matters may be appropriate for consideration by the "Board". and was deleted by the 1999 Second Addendum to said Agreement. IT IS FURTHER AGREED that paragraph No. 6 of the Pullman-Moscow Regional Airport Supplemental Cooperation Agreement for Sharing Costs of New Terminal Facility executed in 1987 reads as follows: Ownership When the upon debt satisfaction of debt. to the incurred by "Pullman" pursuant to the provisions of Operative Provision No. 5(b) of this Agreement has been satisfied, "the property" as defined in Operative Provision No. 2 of this Agreement shall remain vested in \\Pullman"; and the Page 6 of 11 Pages ---PAGE BREAK--- "new terminal facility" shall be owned, controlled, and may be disposed of by "the Board" in accordance with the terms and conditions of the "Amended Agreement" provided that the conditions of any federal or state grants pertaining to the "new terminal facility" as satisfied. was reassigned as subparagraph by the 1999 Second Addendum to said Agreement. IT IS FURTHER AGREED, that all other provisions of the Supplemental Cooperation Agreement signed in 1987 as well as the Amended Agreement signed on December 8, 1971 and any subsequent addendums agreed to by the parties continue to be in full force and effect, except for the Second Addendum and those provisions which are in conflict with the provisions of this Third Addendum. IN WITNESS WHEREOF, each of the parties have executed nine copies of this Addendum to the ( µAgreement" by their duly authorized officials on the datk and year indicated following his or her signature. \ \ /t THE Date Page 7 of ll Pages ---PAGE BREAK--- THE PORT OF WHITMAN COUNTY, WASHINGTON By Date ' 1S,1 \ o r ATTEST: Gregmy P. Royer, Vice President Business Affairs , Washington State University UNIVERSITY DAHO By Date ]$-=Arvv Ob ATTEST: Page s of 11 Pages ---PAGE BREAK--- STATE OF WASHINGTON ss. County of Whitman q j /j j r-/J On this day ·RrQ'Snilfly appeared before me C fer 'c,r :"dw:Stn\ MAYOR, and ·-jR r \ . FINANCE DIRECTOR/CITY CLERK, respectively for the CITY OF PULLMAN, A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON, the municipal corporation that executed the foregoing instrument and acknowledged said i!lstrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument, and that the seal affixed is the corporate seal of said municipal corporation. my hand and official seal this NOTARY PUBLIC in and for of Washington, residing day of My commission expires: STATE OF IDAHO ss. County of Latah On this day personally appeared before me MAYOR, and FINANCE DIRECTOR/CITY CLERK, respectively for the CITY OF MOSCOW, A MUNICIPAL CORPORATION OF THE STATE OF IDAHO, the municipal corporation that executed the foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument, and that the seal affixed is the corporate seal of said municipal corporation. GIVEN under my hand and official seal this ' 2 day of NOTARY PUBLIC and for the State of Idaho, residing at My commission expires: _ Page 9 of 11 Pages ---PAGE BREAK--- STATE OF WASHINGTON ss. County of Whitman On this day personally appeared before me 'J"bf>I"JJIh 'tbive , "f1evc.t1Vt l)(Pc.tor, for the PORT OF WHITMAN COUNTY, A MUNICIPAL CORPORATION OF THE STATE OF WASHINGTON, the municipal corporation that executed the foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument, and that the seal affixed is the corporate seal of said municipal corporation. STATE OF IDAHO ss. County of Latah and official seal this day of Notary name printed NOTARY PUBLIC in and for the St\e of Washington, residing at C30/t"O. My commission expireso 9-IS-t:Fl. On this day personally appeared before me and COMMISSIONERS respectively for the COUNTY OF LATAH, A POLITICAL SUBDIVISION OF THE STATE OF IDAHO, the political subdivision that executed the foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said political subdivision, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument, and that the seal affixed is the corporate seal of said political subdivision. GIVEN under my hand and official seal this 20 day of NOTARY PUBLIC and for the State of Idaho, residing at Ny comrnission expires: _ Page 10 of 11 Pages ---PAGE BREAK--- STATE OF WASHINGTON ss. County of Whitman Ojl dallj l"zirsonally appeared before me TITLE: L of WASHINGTON STATE INSTITUTION OF RIGHTER EDUCATION OF THE STATE OF WASHINGTON, the institution that executed the foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said institution, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument, and that the seal affixed is the corporate seal of said municipal corporation. GIVEN under my hand and official seal this 2r:o.r of Washington, My commission expires.c;XffT!-· STATE OF IDAHO ss. County of Latah Ol)lh0 t4 is dij-,Y ,,gers"onally appeared before me TITLE: 'tJi (M of UNIVERSITY OF IDAHO, OF RIGHTER EDUCATION OF THE STATE OF IDAHO, the institution that executed the foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said institution, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument, and that the seal affixed is the corporate seal of said municipal corporation. my hand and official seal this day of NOTARY PUBLIC in and for the of Idaho, residing at /if()JI(!)u; 1'cf/. My commission expires: 7 J / I Page 11 of 11 Pages