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3.7 Other Projects <br />If the Managing Participant undertakes additional expansions of the Plant ("Other Projects"), <br />any Participant shall have the right to purchase additional Demand, Pumping and/or Distribution <br />Allocations out of such expansion by paying Managing Participant its pro -rats share of the cost for <br />such expansion as well as unreimbursed originAl capital costs (if any) as shown in Exhibits "C-2," <br />11C-3" and "D-2," and executing an amendment to this Agreement affirming Participant's obligation <br />to make payment for construction of the Other Project and the Managing Participant's obligation to <br />construct the expansion and operate the same generally as provided herein for the Plant. <br />The Managing Participant shall give 150 days' advance written notice to Participants of any <br />proposed expansion of the Plant. At any time during the 150-day notice period, any Participant <br />desiring to purchase capacity in the expansion must give the Managing Participant written notice of <br />intent to purchase additional Demand, Pumping and/or Distribution Capacity in such expansion. <br />The Managing Participant and Participants agree; in making any such amendment, to act <br />timely and in good faith in order to permit an orderly enlargement or expansion of the Plant for the <br />lowest cost reasonably obtainable without causing undue delay. <br />The Managing Participant reserves the right to charge its standard rates for untreated water <br />for water produced by Other Projects in lieu of the raw water component of the O&M Expense. <br />3.8 Major Replacements <br />The Managing Participant shall perform such Major Replacements as necessary for the <br />operation and maintenance of the Plant and to supply water to the Participants. Plans and <br />A:1EWB 10975.RV 1 <br />L.D. File No. 90-99146-01 <br />21 <br />FebnLvy 9, 2000 <br />