AGREEMENT FOR GOODS/TECHNICAL SERVICES
BETWEEN
SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
AND OTHER MEMBER AGENCIES AND POLYDYNE, INC.
FOR SUPPLY OF POLYMER
THIS AGREEMENT (the “Agreement”) is dated as of June 1, 2024 (“Effective Date”) by and between South Orange County Wastewater Authority (“SOCWA”), Santa Margarita Water District (“SMWD”), Moulton Niguel Water District (“MNWD”), City of San Clemente (“CSC”) and, referred to individually as “SOCWA Entity” and collectively as “SOCWA Entities”, and Polydyne, Inc., hereinafter referred to as the “CONTRACTOR”, for the provision of goods and/or technical services to SOCWA Entities by CONTRACTOR. SOCWA Entities and CONTRACTOR may be referred to in this Agreement individually as “party” and collectively as “parties.”
TERM OF CONTRACT
Section 1.1 Term
This Agreement will begin as of the Effective Date stated above, and will continue in effect for one (1) year (“Term”) or until terminated as provided under Section VII. This Agreement may be extended for four (4), one (1) year renewals if mutually agreed by the parties. If the option to extend is exercised, the parties will set forth any mutually agreeable changes to compensation and/or the scope of work in a written amendment to this Agreement.
SCOPE OF WORK
Section 2.1 Specific Services
CONTRACTOR shall furnish the goods and/or services which are described in the Request for Proposal described in Exhibit A hereto, which is incorporated by reference (the “Scope of Work”). CONTRACTOR will perform the Scope of Work under this Agreement in good faith, in a competent and professional manner, and in the best interests of SOCWA Entities.
CONTRACTOR will determine the method, details and means of performing the Scope of Work.
Section 2.2 Time for Completion
CONTRACTOR shall not begin the services described in the Scope of Work until receipt of SOCWA Entities' written direction to proceed. Upon receipt of such notice, CONTRACTOR shall immediately commence the work described in Exhibit A.
Time is of the essence in this Agreement. CONTRACTOR agrees to coordinate the work to ensure its timely completion and shall promptly notify SOCWA Entities of any anticipated delays or causes or casualties which may affect the work schedule.
COMPENSATION
Section 3.1 Fee Schedule
In consideration for all work performed under this Agreement, SOCWA Entities agree to compensate CONTRACTOR according to the following schedule:
Attachment 2
Product Package Delivered Price (per lb)
Centrifuge Polymer Bulk (>40,000 lbs.) $1.80
Centrifuge Polymer Bulk (<40,000 lbs.) $1.92
DAFT Polymer Tote (2,300 lbs.) or 450 lb Drum $0.64
DAFT Polymer Full Bulk (>30,000 lb) $0.28
DAFT Polymer Full Bulk (<30,000 lb) $0.28
DAFT Polymer 450 lb. drum $2.22
The rates of compensation set forth herein shall be inclusive of all product, freight, shipping, delivery and other costs of performing the Scope of Work, but excluding sales taxes, which will be paid by SOCWA Entities.
Section 3.2 Payment
3.2.1 CONTRACTOR shall submit invoices to each of the SOCWA Entities once per month by the 15th of each month for the prior month’s services to that SOCWA Entity; invoices shall not be combined. Such invoices shall specify: the type and amount of goods/services furnished during the designated time period multiplied by the applicable fee rate set forth above; the total applicable sales tax; and the date(s) and location of delivery. Invoices shall be sent to the SOCWA Entity at the location identified herein for the receipt of notices.
3.2.2 Each SOCWA Entity shall make payment to CONTRACTOR within fortyfive (45) days of receipt of an approved invoice. Each SOCWA Entity shall be responsible for payment only for those goods/services provided to that SOCWA Entity’s facility and not for goods/services provided to any other SOCWA Entity’s facility.
3.2.3 Acceptance and payment by SOCWA Entities for goods/services furnished hereunder, will not in any way relieve the CONTRACTOR of its responsibility to perform the Scope of Work in strict compliance with this Agreement and relevant laws and regulations. Neither SOCWA Entities’ acceptance of, nor payment for any services will be construed to operate as a waiver of any rights SOCWA Entities have under this Agreement or any cause of action or claim arising from this Agreement.
OBLIGATIONS OF CONTRACTOR
Section 4.1 Tools, Materials, Equipment
CONTRACTOR will supply all tools, materials, and equipment required to perform the Scope of Work under this Agreement. CONTRACTOR shall ensure that any such tools, materials, and equipment brought onto the SOCWA Entities’ property or facilities are clean, well maintained and in good condition. Except as necessary and in emergencies, CONTRACTOR shall not undertake any repairs or maintenance of its tools, materials or equipment on SOCWA Entities’ property or facilities.
Section 4.2 Permits, Licenses and Certifications
CONTRACTOR shall secure and maintain in good standing any and all permits, licenses and certifications required to perform the Scope of Work.
Section 4.3 Contractor’s Qualifications
CONTRACTOR represents that its employee(s) has the qualifications and skills necessary to perform the services under this Agreement in a competent, professional manner, without the advice or direction of SOCWA Entities. This means CONTRACTOR is able to fulfill the requirements of this Agreement. Failure to perform all the services required under this Agreement constitutes a material breach of the Agreement. CONTRACTOR has complete and sole discretion for the manner in which the work under this Agreement will be performed.
Acceptance by SOCWA Entities of reports, and incidental professional work or materials furnished hereunder, shall not in any way relieve CONTRACTOR of responsibility for the technical adequacy of its work.
Section 4.4 Subcontracting
CONTRACTOR will be solely responsible for its subcontractors and for making sure work performed by subcontractors conforms with this Agreement. No subcontractor shall be considered a beneficiary to this Agreement.
Section 4.5 Employer Obligations
CONTRACTOR shall be solely responsible for paying all federal and state employment and income taxes for its employees, for carrying workers’ compensation insurance and for otherwise complying with all other employment law requirements with respect to CONTRACTOR and its employee(s).
Section 4.6 Safety
CONTRACTOR shall be solely and completely responsible for the safety of all CONTRACTOR employees, including employees of any subcontractors, during performance of the Scope of Work. CONTRACTOR shall ensure that such employees have adequate training on relevant safety matters and that they are issued any and all necessary personal protective equipment.
CONTRACTOR shall fully comply with all laws, rules, regulations and ordinances relating to safety of the public and workers, whether federal, state or local and shall comply with any of SOCWA Entities policies concerning safety that are provided to CONTRACTOR.
Section 4.7 Compliance with Laws/Rules
In performing the Scope of Work specified in this Agreement, CONTRACTOR agrees to comply with all laws, rules, regulations and ordinances, whether federal, state or local, and any and all SOCWA Entity policies, procedures, departmental rules and other directives applicable to the goods and/or services to be furnished and provided by SOCWA Entities to CONTRACTOR.
Any changes to SOCWA Entity policies and procedures that relate to CONTRACTOR will be provided to CONTRACTOR in writing. CONTRACTOR agrees to review such policies, procedures, rules and directives the contents of which CONTRACTOR will be deemed to have knowledge.
Section 4.8 Clean-Up and Remediation
CONTRACTOR shall be responsible for cleaning-up and removing any and all trash, grease, oil and debris that CONTRACTOR generates as a result of performing the Scope of Work.
CONTRACTOR shall be responsible for the cleaning and remediation of any spills or discharge at SOCWA Entities’ facilities resulting from CONTRACTOR’s performance of the Scope of Work. CONTRACTOR shall restore SOCWA Entities’ facilities to their pre-existing condition except as expressly allowed by the Scope of Work.
Section 4.9 Assignment to Awarding Body
In entering into this Agreement to supply goods, services or material CONTRACTOR offers and agrees to assign to SOCWA Entities all rights, titles and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2 [commencing with section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or material pursuant to this Agreement. This assignment shall be made and become effective at the time SOCWA Entities tender final payment to CONTRACTOR, without further acknowledgement by the parties.
INSURANCE
Section 5.1 General Liability
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement a general liability policy of insurance, including coverage for products and completed operations, bodily injury and/or death, personal and advertising injury, and property damage claims which may arise from or in connection with the performance of the work under this Agreement by CONTRACTOR and its subcontractors, and each of their agents, representatives, or employees. General Liability insurance shall be comprehensive in form and shall be on a “per occurrence” basis in a minimum amount of Three Million Dollars ($3,000,000) per occurrence. Such coverage shall be written on Insurance Services Office (“ISO”) Form CG 00 01, or equivalent.
Section 5.2 Automobile Liability
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement an automobile liability policy of insurance to cover claims, injury, death, loss or damage, accidents from the use or operation of any automobiles, trucks and/or other mobile or stationary equipment, whether owned, non-owned or hire. Auto coverage shall be issued with a limit no less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
Section 5.3 Worker’s Compensation
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement workers’ compensation insurance with limits no less than the statutory limits.
Section 5.4 Pollution Liability
CONTRACTOR and each of its subcontractors shall maintain throughout the term of this Agreement a Pollution Liability policy of insurance as applicable to the work being performed, with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. If coverage is provided on a claims-made form, the following must also be provided:
5.4.1 The retroactive date must be shown, and must be before the date of the Agreement or the beginning of contract work.
5.4.2 Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
5.4.3 If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, CONTRACTOR must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
5.4.4 4. A copy of the claims reporting requirements must be submitted to SOCWA Entities.
Section 5.5 Required Provisions
5.5.1 All policies of insurance required under this Section shall be from insurance providers who are either admitted or licensed to do business in California, or are Surplus Lines Carriers authorized to do business in California, and who have an A.M. Best Company rating of no less than A- and a financial size category of at least Class VII, unless otherwise acceptable to SOCWA Entities.
5.5.2 All such policies shall include a provision and/or executed endorsement providing that coverage shall not be cancelled or materially altered except with thirty (30) days’ written notice to SOCWA Entities, send by certified mail, return receipt requested, or reasonable equivalent.
5.5.3 Under the General Liability, Automobile and Pollution Liability policies required pursuant to this Agreement, each SOCWA Entity, and each of their directors, officers, employees and representatives (the “Additional Insureds”) shall be named as additional insureds under each such policy and an additional insured endorsement at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37, if later revisions are used, shall be provided to SOCWA.
5.5.4 The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by CONTRACTOR pursuant to the Agreement. This coverage may also be provided on the Contractors Pollution Liability policy.
5.5.5 CONTRACTOR shall provide duly-authorized and, as applicable, executed original certificates and endorsements for all insurance required pursuant to this Agreement on forms approved by SOCWA Entities in conformity with all requirements of this Agreement prior to commencement of any work hereunder. If any of the required coverages expire during the term of this Agreement, CONTRACTOR shall deliver renewal certificates to SOCWA Entities at least ten (10) days prior to the expiration date.
5.5.6 For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or selfinsurance maintained by the Additional Insureds shall be excess of the CONTRACTOR’s (and its subcontractor’s) insurance, and shall not contribute to such insurance.
Section 5.6 Deductibles
Any deductibles or self-insured retentions must be declared in writing and approved by SOCWA Entities. At the option of any SOCWA Entity, either: the insurance provider(s) shall reduce or eliminate such deductibles or self-insured retentions as respects the SOCWA Entity, and each of their directors, officers, employees, and representatives; or the CONTRACTOR shall provide a financial guarantee satisfactory to the SOCWA Entity guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Section 5.7 Waiver of Subrogation
CONTRACTOR hereby agrees to waive rights of subrogation against SOCWA Entities and the Additional Insureds which any of CONTRACTOR’s insurers may acquire from CONTRACTOR by virtue of the payment of any loss. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.
INDEMNITY
Section 6.1 Contractor’s Duty to Indemnify and Defend
To the maximum extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless each SOCWA Entity and each of their directors, officers, employees, representatives or agents (collectively “SOCWA Indemnitees”) from and against any and all losses, liabilities, claims, suits, actions, damages, costs and expenses (including attorney fees and costs to defend) and causes of action of every nature, including personal injury, bodily injury, loss of life, or damage to property, any violation of federal, state, or municipal law or ordinance resulting in penalties or fines, and environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration or remedial work (hereinafter, “Claims”) that SOCWA Indemnitees may incur that arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR, including CONTRACTOR’s officers, officials, directors, employees, subcontractors, agents, representatives, volunteers, successors, assigns or anyone for whom CONTRACTOR is legally responsible. CONTRACTOR’s indemnification, hold harmless and defense obligation shall apply regardless of any negligence of SOCWA Indemnitees.
6.1.1 CONTRACTOR shall cooperate with and do whatever is necessary to protect SOCWA Indemnitees from any such Claims.
6.1.2 CONTRACTOR shall defend SOCWA Indemnitees, at CONTRACTOR’s own cost, expense and risk, from any and all such aforesaid Claims or other proceedings of any kind that may be brought or instituted against SOCWA Indemnitees. CONTRACTOR and SOCWA Indemnitees shall be jointly represented by legal counsel, unless there is a conflict of interest, and CONTRACTOR shall pay SOCWA Indemnitees’ reasonable attorneys’ fees and costs as they are incurred. SOCWA Indemnitees shall be consulted regarding and shall approve the selection of legal counsel. Should separate legal counsel be necessary for SOCWA Indemnitees, as determined by SOCWA Indemnitees, CONTRACTOR shall pay for the reasonable attorneys’ fees and costs including expert witness fees, as such fees and costs are incurred and within thirty (30) days of receipt of an invoice, for SOCWA Indemnitees’ legal counsel in addition to CONTRACTOR’s own legal fees and costs. In all circumstances, SOCWA Indemnitees reserve the right to retain their own attorneys. CONTRACTOR shall not agree without SOCWA Indemnitees’ prior written consent to any settlement on SOCWA Indemnitees’ behalf.
6.1.3 If CONTRACTOR is obligated to defend SOCWA Indemnitees pursuant to this Section, and fails to do so after reasonable notice from SOCWA Indemnitees, SOCWA Indemnitees may defend themselves and/or settle such Claims, and CONTRACTOR shall pay to SOCWA Indemnitees any and all liabilities incurred in relationship with SOCWA Indemnitees’ defense and/or settlement of such Claims.
6.1.4 CONTRACTOR’s indemnification, hold harmless and defense obligation shall not be limited in any way by any limitation on the amount or type of damages,
compensation or benefits payable by or for CONTRACTOR, subcontractor, supplier or other person under workers’ compensation acts, disability acts or other employee acts or the insurance required by this Agreement. CONTRACTOR’s indemnification, hold harmless and defense obligation shall not be restricted to insurance proceeds, if any, received by CONTRACTOR or Indemnified Parties. Provision of insurance coverage as required by this Agreement shall not affect CONTRACTOR’s indemnity obligations.
Section 6.2 SOCWA Entities’ Duty to Indemnify
Each and every SOCWA Entity (as listed above) shall indemnify and hold harmless each and every other SOCWA Entity and each of their directors, officers, employees, representatives or agents (collectively “SOCWA Indemnitees”), from and against any and all losses, liabilities, claims, suits, actions, damages, costs and expenses and causes of action of every nature, including personal injury, bodily injury, loss of life, or damage to property, any violation of federal, state, or municipal law or ordinance resulting in penalties or fines, and environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration or remedial work (hereinafter, “Claims”) that SOCWA Indemnitees may incur that arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the SOCWA Entity from which indemnity is sought.
A SOCWA Entity’s duty to indemnify under this Section shall be effective only as to those Claims arising from that SOCWA Entity’s own negligence, recklessness, or willful misconduct and is owed only to the SOCWA Entity or Entities with Claims arising therefrom. SOCWA Entities shall not be jointly and severally liable for Claims under this Agreement.
Section 6.3 Survival
CONTRACTOR acknowledges and agrees to the provisions of this Section and that they are a material element of consideration. CONTRACTOR’s obligations pursuant to this Section shall survive the expiration or termination of this Agreement and/or the performance or completion of any or all services and work provided under this Agreement.
TERMINATION
Section 7.1 Termination by SOCWA Entities
Each and every SOCWA Entity may individually terminate this Agreement as a result of CONTRACTOR’s breach of any term or condition herein as respects such SOCWA Entity, by providing written notice to CONTRACTOR. The notice shall provide CONTRACTOR with at least ten (10) calendar days to cure the deficiency. If within ten (10) calendar days CONTRACTOR fails to cure the deficiency to the satisfaction of the terminating SOCWA Entity or Entities, the Agreement will terminate immediately or upon such other date as may be specified in the notice; although the Agreement will remain in effect between CONTRACTOR and any SOCWA Entity that was not a party to the notice of termination. CONTRACTOR shall cease to perform the Scope of Work for those SOCWA Entities providing notice upon the effective date of termination and shall not be entitled to payment for any fees or costs incurred after the effective date of termination unless otherwise agreed by the parties.
Section 7.2 Termination by Contractor
CONTRACTOR may terminate this Agreement with any or all SOCWA Entities a result of that SOCWA Entity’s or Entities’ breach of any term or condition herein, by providing written notice
to the SOCWA Entity or Entities allegedly in breach. The notice shall provide the SOCWA Entity or Entities receiving the notice with at least ten (10) calendar days to cure or resolve the deficiency. If within ten (10) calendar days the SOCWA Entity or Entities fail to cure or resolve the deficiency to the satisfaction of CONTRACTOR, the Agreement will terminate immediately or upon such other date as may be specified in the notice; although the Agreement will remain in effect between CONTRACTOR and any SOCWA Entity other than those receiving the notice or that timely cured or resolved the alleged breach.
Section 7.3 Effect of Termination
Early termination of this Agreement under this Section shall be effective only as to and between the party or parties in breach and the party or parties that have issued the notice of termination.
The Agreement shall remain in effect as to those parties not in breach, that have cured or resolved the alleged breach, or are not named in the notice of termination.
Section 7.4 Compensation Upon Termination
Following termination, SOCWA Entities will pay to CONTRACTOR the reasonable value of goods and services necessarily performed up to the effective date of the termination, minus any costs reasonably incurred by SOCWA Entities as a result of CONTRACTOR’s breach.
WARRANTY
Section 8.1 Warranty of Work
8.1.1 CONTRACTOR guarantees all work pursuant to this Agreement against defective materials or workmanship for period of one (1) year from the date of completion of all work, except where longer warranty periods are specifically stated. Any defective material or workmanship which may be discovered before completion all work or within one (1) year thereafter shall be corrected immediately by CONTRACTOR at its own expense notwithstanding that it may have been overlooked in previous inspections and estimates. Any work to correct a defect in workmanship and/or replacement materials shall additionally be guaranteed by CONTRACTOR for a period of one (1) year from the date of completion of such corrective work or replacement of materials.
8.1.2 Failure to inspect the work or materials at any stage shall not relieve CONTRACTOR from any obligation to perform sound and reliable work as herein described. It is CONTRACTOR’S ultimate responsibility to complete all work as required by this Agreement.
8.1.3 During the one (1) year warranty period, should CONTRACTOR fail to remedy defective material and/or workmanship, or to make replacements within five (5) days after written notice by a SOCWA Entity, it is agreed that the SOCWA Entity may make such repairs and replacements and the actual cost of the required labor or materials shall be chargeable to and payable by CONTRACTOR.
Section 8.2 Non-Exclusive
The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties or other obligations otherwise imposed by this Agreement or by law. The remedies provided herein shall not be exclusive and SOCWA Entities shall be entitled to any and all remedies provided by law.
GENERAL
Section 9.1 Entire Agreement/Modification/Interpretation This Agreement represents the entire understanding of SOCWA Entities and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be amended, modified or altered except in writing, signed by the parties. This Agreement shall not be construed against the party preparing it, but shall be construed as if both parties prepared it.
Section 9.2 Supremacy
In the event of any conflict between this Agreement and any attachments hereto, this Agreement shall prevail.
Section 9.3 Notices
Any notice required or permitted to be given hereunder if not otherwise specified herein may be given or delivered by depositing the same in the United States Post Office, registered or certified, postage prepaid, or by personal service or hand delivery, and addressed to:
SOCWA: Attn: Jeanette Cotinola
South Orange County Wastewater Authority
34156 Del Obispo Street
Dana Point, CA 92629
CSC: City of San Clemente
380 Avenida Pico, Bld. N
San Clemente, CA 92672
SMWD: Santa Margarita Water District
P.O. Box 7005
Mission Viejo, CA 92690
MNWD: Moulton Niguel Water District
27500 La Paz Road
Laguna Niguel, CA 92677
CONTRACTOR: Attn: Boyd Stanley
Polydyne, Inc.
P.O. Box 279
1 Chemical Plant Rd.
Riceboro, GA 31323
CONTRACTOR: P.O. Box 404642
(Payment Only) Atlanta, GA 30384-4642
Section 9.4 Governing Law and Venue
California law shall govern the interpretation of this Agreement. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure 394.
Section 9.5 Attorneys’ Fees
In the event an action is commenced by either party to enforce its rights or obligations arising from this Agreement, the prevailing party in such action, in addition to any other relief and recovery awarded by the court, shall be entitled to recover all costs and expenses, including court costs, plus a reasonable amount for attorneys’ fees.
Section 9.6 Severability
If any section of this Agreement or provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.
Section 9.7 Non-Exclusive
CONTRACTOR may represent, perform services for, and contract with as many additional clients, persons, or companies as CONTRACTOR, in its sole discretion, sees fit.
Section 9.8 Independent Contractor
It is expressly understood and agreed that CONTRACTOR is an independent contractor and not an employee of SOCWA Entities while engaged in carrying out this Agreement.
CONTRACTOR warrants that it will not represent, at any time or in any manner, that CONTRACTOR is an employee or agent of SOCWA Entities. CONTRACTOR shall have no authority to, and shall not, incur any debt, obligation or liability on behalf of SOCWA Entities. To the maximum extent allowable by law, CONTRACTOR agrees to indemnify, defend and hold harmless SOCWA Entities from any and all liability, damages or losses (including attorneys’ fees, costs, penalties and fines) SOCWA Entities suffer as a result of a third party’s designation of CONTRACTOR or its employee as an employee of SOCWA Entities, regardless of any actual or alleged negligence by SOCWA Entities.
Section 9.9 No Establishment of Joint Powers
SOCWA Entities each acknowledge and agree that this Agreement is not intended to and does not establish a joint exercise of powers arrangement under and pursuant to the laws of the State with respect to contractual matters hereunder among such agencies; further, SOCWA Entities each agree that any joint powers agreements between SOCWA Entities shall have no effect on this Agreement and the rights and obligations of the parties hereunder.
Section 9.10 Authority
The person signing this Agreement on behalf of each party hereto represents he or she has authority to sign on behalf of, respectively, SOCWA Entities or CONTRACTOR.
Section 9.11 Assignment of Agreement
No assignment of this Agreement shall be effective unless agreed to in writing by both parties.
Section 9.12 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original.
Section 9.13 Audits
If this Agreement involves an expenditure of public funds in excess of Ten Thousand Dollars ($10,000), the Agreement is subject to examination and audit of the State Auditor, at the request of SOCWA Entities or as part of any audit of SOCWA Entities, for a period of three (3) years after final payment under the Agreement. CONTRACTOR shall cooperate with SOCWA Entities regarding such audit at no charge to SOCWA Entities.
Section 9.14 Provisions Required by Law
Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein, and the Agreement shall be read and enforced as though they were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the request of either party, the Agreement shall forthwith be physically amended to make such insertion.
Section 9.15 Waiver
Neither acceptance of, nor payment for any of the services provided for herein, shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
IN WITNESS WHEREOF, the parties have hereto caused this instrument to be executed the day and year first above written.
SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
By: ___________________________ Date: ________________________ Acting General Manager
City of San Clemente
By: ___________________________ Date: ________________________ City Manager
Santa Margarita Water District
By: ___________________________ Date: ________________________ General Manager
Moulton Niguel Water District
By: ___________________________ Date: ________________________ General Manager
Polydyne, Inc.
By: ___________________________ Date: ________________________ Authorized Representative
Title: _________________________
EXHIBIT A
PROPOSAL