Item 22 - Resolutions for Wells 27 and 28 PFAS Treatment System Funding

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under this Agreement are to OCWD only, unless otherwise specifically stated herein e.g., requirement to release or provide notice to other Producers). 10.9 Nature of Relationship. This Agreement does not create, and will not be construed or deemed to create, any agency, partnership, joint venture, landlord -tenant or other relationship between OCWD and any Producer except as specified in this Agreement. 10.10 Integration, Construction and Amendment. This Agreement represents the entire understanding of OCWD and each Producer as to the design and construction of PFAS treatment facilities for the Impacted Wells. No prior oral or written understanding will be of any force or effect with respect to those matters covered by this Agreement. This Agreement will be construed as if drafted by both OCWD and each Producer. 10.11 Modification, Variance and Most Favored Nation Provisions. Unless specifically authorized herein, this Agreement may not be modified, altered or amended unless in writing signed by authorized representatives of both OCWD and all Producers, except that OCWD and any individual Producer may enter into a Producer -specific "Variance" that will be applicable only with respect to OCWD and that specific Producer. Except for where site -specific circumstances require unique considerations, OCWD shall interpret and administer this Agreement in a similar manner with each Producer. At least 30 days prior to approving any proposed Variance, OCWD will provide written notice of the proposed Variance to the other Producers and provide each with an opportunity to opt in to the same terms of that Variance. Upon approval of any Variance, OCWD shall provide a fully -executed version of the Variance to each Producer that has opted in under the Variance. 10.12 Severabilitv. Each provision of this Agreement is severable from the whole. If any provision of this Agreement is found contrary to law, the remainder of this Agreement will continue in full force. 10.13 Authority. A. Producer hereby agrees that funding provided by OCWD per this Agreement is in furtherance of OCWD's purpose of treating/purifying water in the Basin to facilitate beneficial use of locally produced groundwater water in order to increase production of groundwater containing PFAS from the Basin —to levels typical prior to setting of RLs for PFAS, and that Producer's production of water from the Basin is in lieu of Producer taking water from an alternative non -tributary source, thereby furthering OCWD's efforts to remove or eliminate PFAS contaminants from the Basin. B. By entering into this Agreement, each Party represents that it, and to the best of its understanding the other Parties to this Agreement, have proper legal authority to enter into this Agreement and to fund the work described herein. Each person executing this Agreement on behalf of a Party warrants that they are: (1) duly authorized to execute and deliver this Agreement on behalf of that Party, (2) by executing this Agreement, that Parry is formally bound to the provisions of this Agreement, and (3) entering into this Agreement does not violate any provision of any other Agreement to which that Party is bound. No individual signing this Agreement shall have individual liability under this Agreement. As a condition of entering this 262W022499-0087 14979764.1 a0411720 -17-