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NOW, THEREFORE, the Valley Com member cities agree to the above Recitals <br />and the following: <br />AGREEMENT <br />1. The five Valley Com member cities authorize the Valley Com Administration <br />Board to select their representative on the PSERN Board of Directors at the times and <br />within the constraints established in the Operator ILA. To be eligible to represent the <br />Valley Com member cities, the selected representative must be a mayor from one of the <br />member cities. It is understood, but not required, that the Valley Com Executive Director <br />may act as the representative's designee on a full-time or an occasional basis, or the <br />representative may select any other alternate or designee when needed, as provided in <br />the Operator ILA. <br />2. Selection of the Valley Com member cities' representative for the PSERN Board <br />of Directors shall be only by supermajority vote of the full Valley Com Administration <br />Board. The regular term of the selected representative shall be two year(s) commencing <br />on January 1 of even numbered years and ending December 31 of odd numbered years. <br />3. The Valley Com member cities' representative on the PSERN Board of Directors <br />and his/her designee, will comply with all the rights, obligations, and limitations provided <br />to PSERN Board members through the Operator ILA and this MOU. <br />4. The Valley Corn member cities' representative on the PSERN Board of <br />Directors must, at each regular Valley Com Administration Board meeting, report to the <br />Administration Board on PSERN's current operational status. The Valley Com member <br />cities' representative must, whenever possible and practical, brief the Valley Com <br />Administration Board on issues the representative determines to be material before voting <br />on those matters as a PSERN System Board member. <br />5. Before voting on any PSERN matter that (a) materially expands the scope of <br />the PSERN system, (b) that materially increases the operational cost of the PSERN <br />System, (c) or that materially amends the Operator ILA, the Valley Com member cities' <br />representative on the PSERN System Board of Directors must brief the Valley Com <br />Administration Board for direction and must vote as a PSERN Board member in <br />accordance with that direction, which must be provided by at least a majority vote of the <br />full Valley Com Administration Board. <br />6. Notwithstanding the preceding Paragraph 5, the Valley Com member cities' <br />representative, or designee, shall not vote to amend the Operator ILA on matters requiring <br />legislative approval under Section 15.13.1 of the Operator ILA without affirmative <br />authority from each cities' governing body. <br />6. This MOU will terminate upon the earlier of the expiration or termination of the <br />separate non-profit governmental agency formed under the Interlocal Cooperation Act <br />2 <br />