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the event a Party so elects to become a Participating Member, the <br />Capital Expenditures theretofore incurred by all other <br />Participating Members for studies, plans, or other such <br />expenditures directly related to the Project shall be adjusted to <br />reflect the inclusion of the later-electing Participating Member <br />and the latter shall pay its proportionate share of such costs <br />(including a fair distribution of interest earnings forgone by <br />the prior - Participating Members on their respective <br />proportionate Capital Expenditures by reason of their earlier <br />participating in the Project) in such amount calculated as if it <br />had initially been a Participating Member of the Project. In the <br />event a Party elects not to continue as a Participating Member in <br />a Project it shall nevertheless pay its proportionate share of <br />such Capital Expenditures incurred to the date of its election, <br />but shalX not be obligated to pay further such expenditures, and <br />the remaining Participating Members shall bear such further <br />Capital Expenditures in proportionate shares reflecting the <br />exclusion of the prior Participating Member. <br /> <br /> 3. For any Project which includes, as <br />Participating Members, the cities of Pleasanton and Livemore, <br />the question of approval of such participation shall be submitted <br />to the electors of those Members, respectively, prior to approval <br />of the Project by the Agency. A Project shall be approved by the <br />Board only by unanimous vote of all Directors representing the <br />Participating Members for such Project. Every director of a <br />Participating Member shall vote on the question of approval in <br /> <br /> - 6 - <br /> <br /> <br />