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SECOND 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 Amended Pullman-Moscow Regional Airport Cooperation Agreement (hereinafter referred to as the "Agreement") establishes the membership of the Airport Board as follows: Airport Board. All operations and management of the said airport shall be vested in an airport board consisting of seven ( 7} members as follows: The May or of the City of Pullman, the May or of the City of Moscow, one person appointed by the usual and lawful method of appointments by the City of Pullman, one person appointed by the usual and lawful method of appointment of the City of Moscow, one person appointed by the Port Commission of the Port of Whitman County, one person appointed by the Commissioners of Latah County , and one person to be appointed by a majority vote of the six 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. ; and, WHEREAS, 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, a municipal corporation of the state of Washington ff(Üb as "Port") , Latah County , Idaho, a 11\un,J.cJ.paF--:-coLporat:L&A'·of the state of Idaho (hereinafter referred to as "Latah County , Washington State University, an institution of higher education of the state of Page 1 of 9 Pages 99-47 ---PAGE BREAK--- 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") ; and, WHEREAS, under the terms of Section 6 of the "Agreement", ownership and control of the new terminal facility as well as voting rights on the airport board relating to the operation and management of the airport were vested in the entities contributing to the cost of the operation of the facility; namely, "Pullman", "Moscow", 11Port", and ÝÞLatah County"; and, WHEREAS, under the terms of said "Agreement", "WSU" and the "U of I" are participants as subscribers for services as specified in said "Agreement" but do not contribute to the operation and management of the airport; and, therefore, do not warrant representation on the Airport Board; and, WHEREAS, "WSU" and "U of I" desire to make the necessary minimum contribution of 500 per year to enable representatives of each respective institution to serve on the board and have the right to vote on decisions pertaining to the control of the "Airport"; and, WHEREAS, 11Pullman' , uMoscow", "Port", and "Latah County" agree that the changes desired by "WSU" and "U of I" may be made to said "Agreement"; now, therefore, IT IS HEREBY AGREED, that the composition of the Airport Board as set forth in the "Amended Pullman-Moscow Regional Airport Cooperation Agreement" executed in December of 1971 is hereby amended as follows: All operations and management of the said airport shall be vested in an airport board consisting of seven nine members as follows: The Mayor of the City of Pullman, the Mayor of the City of Page 2 of 9 Pages ---PAGE BREAK--- Moscow, one person appointed by the usual and lawful method of appointments by the City of Pullman, one person appointed by the usual and lawful method of appointment of the City of Moscow, one 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 s±x ftrt eight 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. IT IS FURTHER AGREED that paragraph No. 6(a) , , , and of the Pullman-Moscow Regional Airport Supplemental Cooperation Agreement for Sharing Costs of New Terminal Facility executed in 1987 are hereby amended to read as follows: 6. OWNERSHIP ANP 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 bested in "Pullman"; and during the aforedescribed period control as the term "control" is defined herein shall be vested in "Pullman' , uMoscow't, the ''Port", and 11Latah County "WSU". 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 'ßPullman", ßßMoscowàá, the â'Port", and ãßLatah County". "WSU". and "U of I" to participate in voting on decisions pertaining to the Page 3 of 9 Pages ---PAGE BREAK--- 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 Right to yote. 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" "Pullman", "Moscow", the "Port", and "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 pay ment for airport operational expenses which for 1987 is "Pullman"--$15, 750, "Moscow"- $15, 750, the "Port"--$15, 750, and "Latah County 500, and the pay ment of its contributory share for the construction of the "new terminal facility " as set forth in subsection 5(c) [the "Port"--$15, 750], and its full expected contributory share as set forth in subsection 5 ["Moscow"- $15, 750], subsection 5 ["Latah County 500], and subsection 5 [as to the balance required by "Pullman"] of this Agreement. "VSU" aod "U of "HSU" and "U of I" are pr esent:ly not: members of the "Board" nor does this Agreement gi'ile either of them mewbership status, and as subscribers for the services of the "new terminal facility" neither Bill vot:e on decisions pertai11i11g to the coHtrol of the "ne\V" tenninal facili t:y" bat either may bring befo:r e the "Board" Bhatever 1uatte:rs may be apptop:r iat:e fox consideration by the uBoa:rd". Tet Ownership upon satisfaction of debt. When the debt to be incurred by "Pullman" pursuant to the provisions of Operative Page 4 of 9 Pages ---PAGE BREAK--- 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 "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. IT IS FURTHER AGREED that in return for representation on the Airport Board and the right to vote on decisions pertaining to the operation and management of the Pullman-Moscow Regional Airport, "WSU" and "U of I" will each contribute 500 per y ear towards the operation of the Airport. IT IS FURTHER AGREED, that all other provisions of the "Addendtnu" Supplemental Cooperation Agreement signed in 1987 a s well as the Affiended Agreement signed on December 8. 1971 and any subsequent addendums on file agreed to by the parties continue to be in full force and effect, except those provisions which are in conflict with the provisions of this Second Addendum and the contributions outlined above from "WSU" and "U of I" are understood to be in addition to the current contributions of 500 made by each entity as set forth in Section 5 subsections and of the supplemental Cooperation Agreement. IN WITNESS WHEREOF, each of the parties have executed nine copies of this Addendum to the "Agreement" by their duly authorized officials on the date and y ear indicated following his or her signature. Page 5 of 9 Pages ---PAGE BREAK--- THE OF PULLMAN, WASHINGTON PORT OF WHITMAN COUNTY, wAsH)yToN [ ' r f . By ' . Date dt t /11 ' ' EST:. . Secretary WASHINGTON STATE UNIVERSITY By v -A?1 Title t/ / 64- Date t 1 Y [ Date LATAH COUNTY, IDAHO By c i7y ner By /(llff41 ebotc:.r/ / Comm'f ssioner Date jtfd/?J UNIVERSITY OF IDAHO Page 6 of 9 Pages ---PAGE BREAK--- STATE OF WASHINGTON County of Whitman ) ) ss. ) On this day personally appeared before me MITCHELL D. CHANDLER, MAYOR, and JOHN D. TONKOVICH, FINANCE DIRECTOR, 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 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. t Ill this /L[U' day of ss. County of Latah On this day personally appeared before me Marshall , MAYOR, and Gilbert Myers , 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 February , 199,.'7 /l J: 24th day of 6OTARY PUBLIC in and for t e ate of Idaho, residing at Mo.' 'OW My commission expires: Page 7 of 9 Pages ---PAGE BREAK--- STATE OF WASHINGTON County of Whitman ) ) ss. ) On this day personally appeared before me &ecoid Oru-I'A/ lfakr-1Gn>l1Aol::z_, and , , respectively for the PORT OF WHITMAN COUNTY, AAC!M4HUNNCEICf'i'i'PijiA