INTERGOVERNMENTAL AGREEMENT AND WALLOWA-UNION RAILROAD AUTHORITY CHARTER

Thus Wallowa-Union Railroad Authority intergovernmental Agreement and Charter is entered into as to. the date of the last signature hereto by and between Union County, Oregon, and Wallowa County, Oregon.

WHEREAS, the Board of Commissioners of Union and Wallowa Counties, Oregon, find it to be in the interest of the citizens of their respective counties to jointly pursue the ownership, maintenance, repair, modernization, and operation of the "Elgin-Joseph Rail Line"; AND

WHEREAS, ORS 190.083 provides for the authority of a county to enter into an agreement creating an intergovernmental entity to operate, maintain, repair, and modernize transportation facilities; AND

WHEREAS, Wallowa County and Union County desire to create the Wallowa­-Union Railroad Authority to own and operate the "Elgin-Joseph Line"; AND

WHEREAS, Wallowa County has obtained approval of the terms and conditions of the agreement from majority of City Council within Wallowa County and Union County has obtained approval of the terms and conditions of the agreement from majority of City Council within Union County;

NOW THEREFORE, the Counties of Union and Wallowa, Oregon hereby agree as follows:

ARTICLE I

1.1 Under authority vested in the Counties of Union and Wallowa by ORS 190.083, the Counties of Union and Wallowa hereby create an intergovernmental entity to be known as the WALLOWA-UNION RAILROAD AUTHORITY (hereinafter referred to as the AUTHORITY).

1.2 The Authority is vested with all authority, powers, rights and duties that are vested by law in each separate party to this Agreement, its officers and agencies and that are necessary or appropriate for, or convenient to, the operation of the AUTHORITY within its purpose and powers as described in ORS 190.080 and ORS 190.083.

ARTICLE II

2.1 The sole purpose of the AUTHORITY is to own;operate, maintain, repair, modernize, and lo maximize revenues and to pay all liabilities related to the purchase/operation of the Elgin Joseph Rail Line under that Sale Agreement dated May 31, 2002, between Idaho Northern & Pacific Railroad Company (Seller) and Wallowa County (Purchaser), and that Operating Agreement entered into the 31st day of May between Idaho Northern & Pacific Railroad Company (Operator) and Wallowa County, Oregon (Owner). The AUTHORITY shall be responsible for the performance of all purchaser and owner's obligations under said contracts.

2.2 Wallowa County upon execution of this Agreement shall transfer and assign all its interest in the contracts described in section 2.1 and the assets purchased pursuant to said co11tracts to the AUTHORITY.

2.3 No  contracts  entered  into  by the AUTHORITY in carrying  out  the ·purposes of the AUTHORITY shall be in violation of county budget law or the debt limits on provided for counties under the Oregon Constitution.

2.4 The AUTHORITY may adopt all rules necessary- to carry out its powers and duties under this Charter.

ARTICLE III

3.1 The AUTHORITY shall be governed by a Board of Directors (BOARD) consisting of nine (9) members, one from each County Board of Commissioners, three appointed. by the Board of Commissioners from Wallowa County, three appointed by the Board of Commissioners from Union County,  and one appointed jointly by respective Board of Commissioners.

3.2 The respective County Commissioners shall co-chair the BOARD and acting jointly shall be empowered to execute and deliver, on behalf of the AUTHORITY, all contracts, agreements, applications, and similar documents approved by the BOARD.

3.3 The BOARD shall meet at such times and places as may be designated by the Co-Chairs. The BOARD Co-Chairs shall call such meetings of the BOARD as may be necessary to conduct business of the AUTHORITY. Notice of the call of a meeting shall be mailed or delivered to the members not less than seven (7) days prior to the date for which the meeting has been called subject to the provisions of Oregon law and rules adopted by the AUTHORITY.

3.4 Unless provided otherwise herein, all decisions of the BOARD shall require the agreement of majority of members present. The two County Commission members must vote in favor as part of said majority for the decisions of the BOARD to be binding on the AUTHORITY.

3.5 The BOARD and the AUTHORITY is prohibited from obligating the general fund. assets or tax authority of the respective Counties without the respective County Commissions' approval and consent.

3.6 A quorum shall consist of seven (7) members.

ARTICLE IV

4.1 This Intergovernmental Agreement and Charter shall be in continuous effect from the date of the last. signature hereto until dissolution of the AUTHORITY as herein provided.

4.2 Either party hereto shall have the right to withdraw from AUTHORI1Y at any time provided that the other party shall have received written notification of the party's intention to withdraw at least sixty (60) day$ prior to the proposed effective date of such withdrawal.

4.3 The withdrawal of any one  (1) party hereto shall have the action of dissolving the AUTHORITY.

4.4 Upon dissolution of the AUTHORITY; title to all assets held by the AUTHORITY shall be vest in each of the Counties, in equal share and all debts, liabilities and obligations of the AUTHORITY shall become debts, liabilities and obligations, jointly and severally, of each of the COUNTIES.

IN WITNESS WHEREOF, this Agreement is  executed by the parties acting by and through their duly elected Board Chair.

Approved this 24th of July, 2002.

Board of Commissioners

Union County, Oregon

Chair Colleen MacLeod

Approved this 27 day of Sept, 2002.

Board of Commissioners

Wallowa County, Oregon

Chair Mike Hayward