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Member. Such document sha11 incorporate by reference the provisions of this agreement and any changes to the agreement required for the addition of the New Member. Section 5.2. Withdrawal of DW 1 or DW2 as a Member. DW 1 and DW2 may withdraw from the Authority by giving not less than two (2) years notice of its election to withdraw, which withdrawal sha11 be effective as of the end of the second succeeding calendar year. Such withdrawal may be for any reason and need not be for cause. The Authority sha11 continue to provide services for the withdrawing Member comparable to the services the withdrawing Member was receiving immediately prior to its notice of withdrawal, and the withdrawing Member shall continue to have all rights and obligations under this IGA until the effective date of the withdrawal. The withdrawing Member sha11 continue to pay its prorata. shaze of the acquisition costs and its prorata share of any indebtedness of by Authority. Such payments may be made by lump sum on or before the effective date of withdrawal or by recurring periodic minimum payments. The withdrawal from this Agreement sha11 not result in a termination of the Authority unless otherwise agreed to by the remaining Members. Section 5.3. Withdrawal of La Plata County as a Member. The Members hereby acknowledge that La Plata County is not a Member receiving services from the Authority. Accordingly, La Plata County may withdraw from the Authority by giving one hundred eighty (180) days' notice of its election to withdraw, which withdrawal will be effective as of the one hundred eighty-first (181�) day following notice. Such withdrawal by the County may be for any reason. The remaining Members do not need to consent to the withdrawal of La Plata County. The withdrawal of La Plata County sha11 not alter the continuing responsibilities of the County for appointing certain Directors as set forth herein and such obligation sha11 survive the County's withdrawal. The withdrawal of La Plata County from this Agreement sha11 not result in a termination of the Authority unless otherwise agreed to by the remaining Members. Section 5.4. Termination. This Agreement may be terminated at any time by written agreement of the Members. Upon termination of this Agreement, the Members sha11 cooperate in a good faith and timely manner to transfer assets so that one or more of the Members or a new entity may continue to.provide adequate water service to a11 of the Authority's customers without a lapse or significant reduction in the provision of such. -12-