Agenda - 11-13-2018 6-c - Triangle Water Supply Partnership Memorandum of Agreement

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Memorandum of Agreement Triangle Water Supply Partnership August 7, 2018 Page 14 of 35 d) Any Participant may be removed from the Partnership by a Super Majority Vote of the Participants. For any Participant who is removed pursuant to this provision, Final Dues will be calculated and invoiced to the Participant as described in paragraph 14 (f). e) This Agreement constitutes the entire agreement between the Parties with respect to its general subject matter. This Agreement may not be changed except in writing signed by all the Parties. 16) Additional agreements: It is understood that no party is obligated to participate in future separate agreements beyond this initial Agreement. 17) Miscellaneous Provisions: a) The Parties each represent, covenant and warrant for the other's benefit as follows: i) Each Party has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, and this Agreement has been authorized by Resolution spread upon the minutes of each Party's governing body. This Agreement is a valid and binding obligation of each Party. ii) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with its terms and conditions, nor the consummation of the transactions contemplated by this Agreement, results in a breach of the terms, conditions and provisions of any agreement or instrument to which either Party is now a party or by which either is bound or constitutes a default under any of the foregoing. iii) To the knowledge of each Party, there is no litigation or other court, or administrative proceeding pending or threatened against such Party (or against any other person) affecting such Party's rights to execute or deliver this Agreement or to comply with its obligations under this Agreement. Neither such Party's execution and delivery of this Agreement, nor its compliance with its obligations under this Agreement, requires the approval of any regulatory body or any other entity the approval of which has not been obtained. b) The singular of terms used in this Agreement shall include the plural, and the masculine shall include the feminine, and vice versa. c) A signed copy of this Agreement shall be considered as an original. d) The parties intend that this Agreement be governed by the law of the State of North Carolina. In the event of conflict or default that might arise for matters associated with this Agreement, the Parties agree to informally communicate to resolve the conflict. If any such dispute cannot be informally resolved, then such 18