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7 <br /> Memorandum of Agreement <br /> Triangle Water Supply Partnership <br /> c) Addition of Participants. Eligible Participants may request to join the Partnership <br /> by submitting a request in writing to the Chair("New Participant Request"). The <br /> New Participant Request must include acknowledgement and agreement that the <br /> Eligible Participant will be bound by the terms of this Agreement. A Super <br /> Majority Vote of the Partnership is required to add an Eligible Participant as a <br /> party. The Chair will notify existing Participants of a New Participant Request <br /> pursuant to paragraph 17(n)herein. The Chair will notify the Eligible Participant <br /> within 30 days following the Partnership's decision on the New Participant <br /> Request and of the amount of Initial Dues, if applicable. Addition of an Eligible <br /> Participant as a party becomes effective upon the Eligible Participant's execution <br /> of this Agreement and payment of Initial Dues. <br /> d) Withdrawal of Participants. Participants may withdraw from this Agreement with <br /> 30 days written notice to all Participants, provided that any residual financial <br /> obligations pursuant to paragraph 14 herein shall survive such withdrawal until <br /> satisfied. Residual financial obligations will include any outstanding invoices for <br /> Dues as well as the withdrawing Participant's share of any Special Project <br /> contractual obligations existing at the time of withdrawal. To the extent possible, <br /> the scope and cost associated with any such Special Project contractual <br /> obligations will be reduced to address the withdrawal of the Participant, with a <br /> proportional reduction in the withdrawing Participant's financial obligation <br /> related to such Special Projects. No Dues refunds will be made. <br /> e) Withdrawal Due to Nonpayment. Any Participant that fails to pay its Dues <br /> pursuant to paragraph 14 herein by October 31 is automatically deemed to have <br /> withdrawn from the Partnership on November 1 unless 1) the Chair receives a <br /> written request from the Participant prior to October 31 explaining the <br /> extenuating circumstances that justify the extension of time, and 2) the <br /> Partnership decides in a vote occurring before the automatic withdrawal date, to <br /> permit an additional 90-day grace period but not extending beyond January 29. <br /> 4) Representatives: <br /> a) Each Participant's Manager, or designee, shall act for the Participant on matters <br /> related to the Partnership. Participants are encouraged to have three professional <br /> staff Representatives - the Representative, and First and Second Alternate <br /> Representatives - with said Alternate Representatives designated by the Manager, <br /> and eligible to vote only when the Representative is not present. <br /> b) Representatives and Alternates are expected to stay informed about and to <br /> represent their Participant's interests. Each Representative or, when applicable, <br /> Alternate Representative, is expected to attend and fully participate in Partnership <br /> meetings and calls. Materials presented for discussion should be distributed at <br /> least 5 business days in advance of a meeting or earlier, as practical. <br /> 5) Officers: At the first official meeting of the Partnership after execution of this <br /> Agreement, and then each year at the annual meeting of the Partnership, the <br /> Participants shall elect a Representative or Alternate Representative to serve as Chair <br /> August 7, 2018 Page 5 of 35 <br />