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Memorandum of Agreement <br />Triangle Water Supply Partnership <br />August 7, 2018 Page 5 of 35 <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withdrawn from the Partnership on November 1 unless 1) the Chair receives a 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 />9